德龙汇能: 独立董事工作制度（2025年8月）

General Principles - The company aims to enhance its governance structure and ensure independent directors fulfill their responsibilities according to relevant laws and regulations [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must act in the best interest of the company and protect the rights of minority shareholders [2][10] - They must participate in decision-making, provide supervision, and offer professional advice to improve the board's decision-making quality [2][10] Composition and Qualifications - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][4] - Candidates for independent directors must meet specific qualifications, including independence, relevant experience, and good personal character [6][8] Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's issued shares, and the election is decided by the shareholders' meeting [11][12] - The nomination process requires the consent of the candidates and a thorough review of their qualifications by the nomination committee [12][13] Duties and Rights - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholders' meetings [18][19] - They must provide clear and independent opinions on significant matters, including potential conflicts of interest and their impact on the company and minority shareholders [10][11] Meeting and Reporting Requirements - Independent directors are required to attend board meetings and must submit a report on their activities, including attendance and participation in committees [12][13] - They must maintain detailed records of their work and ensure that their opinions are documented in meeting minutes [14][15] Communication and Support - The company must provide necessary resources and support for independent directors to perform their duties effectively, including timely access to information [16][17] - Independent directors should have a mechanism for communication with minority shareholders to address their concerns [18][19]