福瑞达: 鲁商福瑞达医药股份有限公司独立董事工作制度

Core Viewpoint - The document outlines the regulations and responsibilities of independent directors at Lushang Furida Pharmaceutical Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [2][3][4]. 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 [3][4]. - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [3][4][10]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][5]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [5][6]. - Individuals with significant relationships or interests in the company or its major shareholders are prohibited from serving as independent directors [5][6][7]. Group 3: Nomination and Election Process - Shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be approved by the shareholders' meeting [8][9]. - The company must disclose the qualifications and independence of the nominated candidates to the stock exchange [8][9]. Group 4: Duties and Rights - Independent directors have the right to independently hire external advisors for audits or consultations and can propose meetings to discuss significant issues [10][11]. - They must attend board meetings and provide clear opinions on agenda items, including dissenting opinions when necessary [10][12]. Group 5: Communication and Reporting - Independent directors should maintain communication with minority shareholders and report any issues that may affect their independence [12][13]. - They are required to submit annual reports to the shareholders' meeting, detailing their activities and any concerns [16][19]. Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [33][34]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39][40].