宝泰隆: 宝泰隆新材料股份有限公司独立董事工作制度

Core Points - The document outlines the Independent Director Work System of Baotailong New Materials Co., Ltd, aiming to regulate the behavior of independent directors and enhance corporate governance [1][2] - 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][2] - The system emphasizes the importance of independent directors in protecting the interests of minority shareholders and maintaining overall corporate integrity [2][3] Summary by Sections General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Independent directors must fulfill their duties independently and are not influenced by the company or its major shareholders [1][2] Qualifications and Appointment - Independent directors must maintain independence and cannot hold significant shares or positions in the company or its major shareholders [5][6] - The board must include at least one accounting professional among the independent directors [2][4] - Independent directors can serve on the boards of a maximum of three domestic listed companies [6][7] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [15][16] - They have the authority to independently hire external consultants for audits or investigations [16][17] - Independent directors must attend board meetings and provide clear opinions on agenda items [18][19] Performance Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit reports to the board [3][4] - The board must evaluate the independence of serving independent directors annually and disclose the results [4][5] Communication and Reporting - The company must establish effective communication mechanisms between independent directors and minority shareholders [14][15] - Independent directors are required to submit annual reports detailing their activities and contributions [30][31] Support and Resources - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their responsibilities [32][33] - Independent directors should have equal access to information as other board members [33][34] Legal and Regulatory Compliance - The document outlines the supervisory role of the China Securities Regulatory Commission and the Shanghai Stock Exchange over independent directors [39][40] - Violations of the regulations may result in penalties or administrative actions by regulatory bodies [41][42]