TRINA(SH:688599) Zheng Quan Zhi Xing·2025-08-22 15:15Core Viewpoint - The document outlines the independent director system of Trina Solar Limited, aiming to enhance corporate governance, protect minority shareholders, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and enhance the supervision of internal directors and management [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1]. Qualifications of Independent Directors - Independent directors must meet specific qualifications as outlined in various laws and regulations, including the Company Law and the Management Measures for Independent Directors [2]. - Candidates must have a good personal character and must not have any disqualifying records, such as recent securities violations or significant dishonesty [2]. Independence of Independent Directors - Independent directors must maintain independence and should not have any relationships that could compromise their objectivity [3][4]. - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, supervisory board, or shareholders holding more than 1% of the company's shares [6]. - The company must submit relevant materials regarding independent director candidates to the Shanghai Stock Exchange [7]. Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [10][19]. Meetings and Communication - The company is required to hold independent director meetings at least biannually, ensuring that all independent directors can communicate effectively [12][13]. - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [15][19]. Rights and Obligations of Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties [47][48]. - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [48][49]. Final Provisions - The independent director system will take effect upon approval by the shareholders' meeting and will be subject to interpretation and revision by the board [54][55].