M&G(SH:603899) Zheng Quan Zhi Xing·2025-08-27 11:24Core Viewpoint - The document outlines the independent director working system of Shanghai Morning Glory Stationery Co., Ltd., aiming to enhance corporate governance, clarify the responsibilities of independent directors, and protect the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure the independent directors can effectively fulfill their roles [1][2]. Qualifications of Independent Directors - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [3]. - They are required to have a commitment to the company and all shareholders, fulfilling their duties in accordance with relevant laws and regulations [3][4]. - A minimum of one-third of the board must consist of independent directors, including at least one accounting professional [3][4]. Independence of Directors - Specific criteria are outlined to ensure the independence of directors, including restrictions on relationships with major shareholders and the company [5][6]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4][5]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [4][6]. - The nomination process requires thorough vetting of candidates to ensure they meet independence criteria [6][7]. Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21]. - They have special powers, including the ability to hire external consultants and call for shareholder meetings [12][21]. Reporting and Documentation - Independent directors must maintain detailed records of their activities and decisions, which should be preserved for at least ten years [19][22]. - Annual reports on their performance must be submitted to the shareholders, detailing their attendance and participation in meetings [35][21]. Company Support for Independent Directors - The company is required to provide necessary resources and support to independent directors to facilitate their duties [36][38]. - Independent directors should have equal access to information and be involved in significant decision-making processes [36][38]. Compensation and Insurance - The company must provide appropriate compensation for independent directors, which should be approved by the shareholders [26]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [26].