湖南天雁: 湖南天雁机械股份有限公司独立董事工作管理办法（2025年8月修订）

Core Points - The document outlines the management measures for independent directors of Hunan Tianyan Machinery Co., Ltd, aiming to enhance governance and clarify the roles and responsibilities of independent directors [1][2][3] Group 1: General Principles - 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 [2][3] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][5] - Independent directors are required to perform their duties independently and are accountable to the company and all shareholders [3][4] Group 2: Appointment and Qualifications - Independent directors must maintain independence and cannot be individuals with certain relationships or shareholdings in the company [6][7] - Candidates for independent directors must have relevant qualifications, including at least five years of experience in law, accounting, or economics [7][8] - Independent directors can serve on the boards of a maximum of three domestic listed companies [8][9] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [14][15] - They have the authority to independently hire intermediaries for audits or consultations and can propose meetings of the board or shareholders [15][16] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [17][18] Group 4: Performance Evaluation and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with shareholders [28][29] - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties [30][31] - Performance evaluations of independent directors will be conducted annually, considering their contributions and adherence to industry standards [36][37]