美诺华: 宁波美诺华药业股份有限公司独立董事工作制度

Core Viewpoint - The document outlines the independent director system of Ningbo Meinuo Pharmaceutical Co., Ltd., emphasizing the importance of independent directors in corporate governance and their roles in protecting the interests of minority shareholders. Group 1: General Principles - The independent director system aims to enhance the corporate governance structure of the company and ensure compliance with relevant laws and regulations [1] - 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 [1] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [1][2] Group 2: Qualifications of Independent Directors - Independent directors must meet specific legal and regulatory qualifications, including having at least five years of relevant work experience [6] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [3][4] Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [13] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [14] Group 4: Meeting Procedures - Independent directors must hold at least one special meeting annually, and meetings can be called at the request of two or more independent directors [15] - Decisions made in special meetings require the approval of a majority of attending independent directors [16] Group 5: Support and Compensation - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities [19] - Independent directors are entitled to compensation that corresponds to their responsibilities, which must be approved by the board and disclosed in the annual report [42]