Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Deguan Film New Materials Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate compliance with laws and regulations [1][2]. Group 1: Independent Director Definition 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 fulfill their duties with loyalty and diligence, participating in decision-making and providing professional advice to protect the overall interests of the company and minority shareholders [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [4][5]. - The board must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Group 3: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][11]. - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. Group 4: Communication and Reporting - Independent directors must maintain open communication with the board and management, ensuring they receive timely and adequate information to perform their duties effectively [18][19]. - They are required to submit annual reports detailing their performance and responsibilities to the shareholders [36]. Group 5: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their roles, including access to information and professional advice [17][18]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [43].
德冠新材: 独立董事工作制度