三六零: 三六零安全科技股份有限公司独立董事工作制度

Core Viewpoint - The document outlines the independent director system of 360 Security Technology Co., Ltd., emphasizing the importance of independent directors in corporate governance to protect the rights of minority shareholders and ensure the company's proper operation [2][3]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with relevant laws and regulations [3]. - The company must ensure that independent directors have sufficient time and energy to fulfill their responsibilities, limiting them to serving on a maximum of three domestic listed companies [3]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including having relevant work experience and a good personal character, and must not have any significant bad credit records [4][5]. - Candidates for independent directors must maintain independence and cannot be individuals with certain relationships or interests that could compromise their objectivity [4][5]. Group 3: Nomination and Election - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, and these candidates must be elected by the shareholders' meeting [6][7]. - The company must disclose all relevant materials regarding independent director candidates to the Shanghai Stock Exchange before the election [7]. Group 4: Responsibilities and Functions - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10]. - They have special rights, including the ability to hire external consultants, propose meetings, and publicly solicit shareholder opinions [10][11]. Group 5: Work Support and Compensation - The company must provide necessary working conditions and support for independent directors to effectively perform their duties [16][17]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [17][18].