Core Points - The document outlines the independent director working system of Hangzhou Foster Applied Materials Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties independently [2][3] - The board must consist of at least one-third independent directors, including at least one accounting professional, to ensure effective oversight and decision-making [4][5] Group 1 - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can dedicate sufficient time and energy to their responsibilities [2][3] - The company must establish specialized committees within the board, such as the audit committee, with a majority of independent directors to enhance oversight [4][5] - Independent directors are required to conduct annual self-assessments of their independence and submit reports to the board [4][5] Group 2 - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant experience and knowledge [6][7] - The nomination and election of independent directors must be conducted transparently, with candidates undergoing thorough vetting and approval by the shareholders [9][10] - Independent directors are empowered to independently hire external advisors for audits or consultations, enhancing their ability to provide objective oversight [17][18] Group 3 - The independent directors are responsible for monitoring potential conflicts of interest and ensuring that board decisions align with the overall interests of the company and minority shareholders [17][18] - Independent directors must attend board meetings in person and are required to provide clear reasons for any dissenting votes [11][12] - The company is obligated to provide necessary support and resources to independent directors to facilitate their duties effectively [34][35]
福斯特: 独立董事工作制度(2025年8月修订)