亚太科技: 《独立董事工作制度》

General Principles - The independent director system aims to standardize the behavior of independent directors, improve corporate governance structure, and protect the legitimate rights and interests of all shareholders, especially minority shareholders [2][3] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [3][4] Appointment and Qualifications - The company will appoint two independent directors, including at least one accounting professional [4] - Independent directors must meet specific qualifications, including having no significant bad credit records and relevant work experience [5][8] Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [5][6] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [6] Nomination and Election Process - The board or shareholders holding more than 1% of the company's shares can propose candidates for independent directors [10][11] - The election of independent directors must follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [16][17] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [22][23] - They must attend a minimum of 15 days of on-site work annually and actively engage with management and shareholders [11][12] Reporting and Documentation - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with shareholders [18][19] - The company must maintain records of independent directors' activities for at least ten years [20][21] Support and Compensation - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their duties [37][39] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [43][44]