和林微纳: 独立董事工作制度

Core Viewpoint - The company aims to enhance its corporate governance structure by establishing clear guidelines for independent directors, ensuring their independence, qualifications, and responsibilities to protect the interests of minority shareholders and creditors [1][2]. Group 1: Independent Director Qualifications and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are required to have at least five years of relevant experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3]. - Independent directors are obligated to act in good faith and diligence, participating in decision-making and providing professional advice to safeguard the overall interests of the company [2][3]. Group 2: Independence and Nomination Process - Independent directors must maintain independence and cannot have close relationships with major shareholders or the company's management [4][5]. - The nomination of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [6][7]. - Candidates must provide a written commitment to participate in training and obtain an independent director qualification certificate if they do not already possess one [3][6]. Group 3: Rights and Obligations of Independent Directors - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [22][23]. - They are required to attend board meetings personally and must submit a report on their performance to the annual shareholders' meeting [17][18]. - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [36][37]. Group 4: Compliance and Reporting - Independent directors must report any conflicts of interest and can request additional information if they find the provided materials insufficient [15][16]. - They are responsible for disclosing their independent opinions on significant matters and must ensure that their views are included in the meeting records [12][14]. - The company is obligated to disclose the independent directors' opinions and any issues that may hinder their ability to perform their duties [11][12].