法兰泰克: 独立董事制度

Core Points - The company establishes a system to ensure the independent operation of its board and protect the rights of all shareholders, especially minority shareholders [1] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][3] - The company will have three independent directors, including one with accounting expertise, who must meet specific qualifications [2] Summary by Sections Independent Director Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must have sufficient time to fulfill their duties [2] - They must possess relevant qualifications, including a CPA license or advanced degrees in accounting, auditing, or financial management [2] Independence Requirements - Individuals with direct or indirect interests in the company, such as major shareholders or their relatives, cannot serve as independent directors [3][4] - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [4] Nomination and Election - The board or shareholders holding over 1% of shares can propose independent director candidates, who must be approved by the shareholders' meeting [5] - Candidates must provide consent and disclose their qualifications and any potential conflicts of interest [5] Term and Attendance - Independent directors serve the same term as other directors, with a maximum of six consecutive years [6] - They must attend board meetings in person or delegate another independent director if unable to attend [6] Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [7] - They have special rights, including hiring external consultants and proposing meetings [7][8] Meeting Procedures - Independent directors must hold special meetings to discuss significant matters, and decisions require a majority agreement [9][10] - Meeting records must be maintained, and independent opinions on major issues should be documented [11] Support and Resources - The company must provide independent directors with necessary resources and support to fulfill their duties [12][13] - Independent directors are entitled to reasonable compensation, which must be disclosed in the annual report [13] Implementation and Amendments - The system will take effect upon approval by the shareholders' meeting and can be amended as necessary [14]