Workflow
中微半导: 独立董事工作制度(2025年8月)

Core Viewpoint - The company aims to enhance its governance structure by establishing clear guidelines for independent directors to protect the interests of all shareholders, especially minority shareholders [1][2]. Summary by Sections Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company and protect minority shareholders [1][2]. Independence and Qualifications - Independent directors must perform their duties independently, free from influence by the company, major shareholders, or related parties [2]. - The board must consist of at least one-third independent directors, including at least one accounting professional with relevant qualifications [2][3]. Appointment and Training - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - They are required to participate in training organized by the China Securities Regulatory Commission (CSRC) to obtain independent director qualification certificates [3]. Nomination and Election Process - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [6][7]. - The election of independent directors should follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [7]. Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance board decision-making [9][12]. - They have the authority to independently hire external consultants for audits or consultations on specific matters [9]. Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [14][15]. - They are required to maintain detailed work records and ensure transparency in their activities [12][16]. Compensation and Support - The company is responsible for covering the costs incurred by independent directors in the performance of their duties and providing necessary support for their work [16][17]. - Independent directors are entitled to reasonable compensation, which must be approved by the board and disclosed in the annual report [17].