SHANGHAI ENVIRONMENT(SH:601200) Zheng Quan Zhi Xing·2025-08-27 16:41Core Points - The document outlines the working rules for the independent directors' special meetings of Shanghai Environment Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they are responsible for decision-making, supervision, and providing professional advice [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to improve corporate governance and protect the interests of minority shareholders [1] - Independent directors are defined and their role is clarified [1] Chapter 2: Working Mechanism - The special meeting of independent directors is convened by a director elected by a majority of independent directors [4] - The company must ensure the necessary conditions for the meetings and provide operational information to the independent directors [5] Chapter 3: Responsibilities and Authority - Independent directors must participate in board decisions and supervise potential conflicts of interest [3][4] - They have special rights, including hiring external consultants and proposing meetings [4][5] - Certain matters must be discussed in the special meetings before being submitted to the board [5] Chapter 4: Meeting Rules - Special meetings should be held at least once a year, and can be called by a majority of independent directors [5][6] - Meetings can be held in person or via communication methods, and attendance is mandatory for independent directors [6][7] - Meeting records must be kept for at least ten years [6] Chapter 5: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations [7] - The rules take effect after approval by the board of directors [7]