三生国健: 三生国健药业（上海）股份有限公司独立董事制度

Core Points - The article outlines the independent director system of Sanofi (Shanghai) Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in enhancing corporate governance and protecting minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - They are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice to enhance the board's decision-making quality [20][21] Group 2: Qualifications and Conditions for Independent Directors - Candidates for independent directors must meet specific legal and regulatory requirements, including independence from the company and its major shareholders [7][8] - Independent directors should have relevant experience, such as at least five years in legal, accounting, or economic fields, and must not have any significant negative records [10][11] Group 3: Nomination and Election Process - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and the nomination must be free from conflicts of interest [13][14] - The election of independent directors requires a cumulative voting system when electing multiple directors, ensuring transparency and representation of minority shareholders [16][17] Group 4: Duties and Powers of Independent Directors - Independent directors have the authority to independently hire external consultants for audits or advice, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [21][22] - They are required to attend board meetings and can delegate their voting rights to other independent directors if unable to attend [27][28] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [35][36] - They are also responsible for reporting any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [10][17] Group 6: Compensation and Support - The company is responsible for covering the costs incurred by independent directors in fulfilling their duties, including hiring professional services [40] - Independent directors receive appropriate compensation, which must be approved by the board and disclosed in the annual report [41][42]