海陆重工: 独立董事工作制度（2025年8月）

Core Points - The independent director system aims to enhance the corporate governance structure of Suzhou Hailu Heavy Industry Co., Ltd. and strengthen the supervision of the board and management to protect the rights of minority shareholders [2][3] - 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 [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [3][4] Summary by Sections - Independence Requirements: Independent directors must maintain independence and not be influenced by major shareholders or related parties [3][4] - Work Commitment: Independent directors are required to work at least 15 days per year on-site and must attend board meetings to understand the company's operations [4][5] - Composition of the Board: The number of independent directors must be at least one-third of the total board members, including at least one accounting professional [4][5] - Qualifications: Independent directors must meet specific qualifications, including legal and financial knowledge, and have at least five years of relevant work experience [5][6] - Nomination and Election: Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [7][8] - Term Limits: Independent directors serve the same term as other board members, with a maximum of six consecutive years [8][9] - Duties and Powers: Independent directors have special rights, including hiring external consultants and proposing meetings, to ensure they can fulfill their roles effectively [11][12] - Committees: The board has several committees, including audit, nomination, and compensation committees, with independent directors holding a majority in these committees [12][13] - Reporting: Independent directors must submit annual reports detailing their attendance and participation in board activities [18][20] - Support and Compensation: The company must provide necessary support for independent directors to perform their duties and may offer compensation, which must be disclosed [20][21] - Amendments to the System: The independent director system can be amended by the shareholders' meeting in accordance with changes in laws or company articles [22][23]