大名城: 上海大名城企业股份有限公司独立董事制度

Core Points - The article outlines the independent director system of Shanghai Daming City Enterprise Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] - 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 [1][2][3] Group 2: Qualifications and Appointment - The company must establish an independent director system that complies with relevant laws and regulations, ensuring the independence of directors [2][3] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][3] - Specific disqualifications for independent directors include holding significant shares in the company or having close relationships with major shareholders [3][4] Group 3: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [16][17] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [17][18] Group 4: Meeting and Reporting Requirements - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [19][20] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [32][33] Group 5: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [40][41]