辽宁成大: 辽宁成大股份有限公司独立董事专门会议工作细则

Core Points - The document outlines the working rules for the independent director special meeting of Liaoning Chengda Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - The independent director special meeting is defined as a meeting attended by all independent directors to discuss matters from the perspective of the company and minority shareholders [1][2] - Independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [1][2] Responsibilities of Independent Directors - Certain matters must be discussed in the independent director special meeting and approved by a majority of independent directors before being submitted to the board for review, including related party transactions and changes to commitments [2] - Independent directors can exercise special powers only after being reviewed and approved by the independent director special meeting [2] Meeting Rules - The independent director special meeting is convened by a director elected by a majority of independent directors, and if the convener cannot perform their duties, other directors can convene the meeting [3] - Meeting notifications and materials must be sent to all independent directors three days prior to the meeting, although this timeframe can be waived with unanimous consent [3] - The meeting can be held in person or through communication methods, and a quorum requires the presence of a majority of independent directors [3] Voting and Opinions - Voting in the independent director special meeting is conducted on a one-vote-per-person basis, and independent directors must express their independent opinions during the meeting [4] - Meeting records must be created, documenting the independent opinions of directors, which should be signed and retained for at least ten years [4] Additional Provisions - The company must ensure the independent director special meeting is held and provide necessary support, including covering costs for hiring professional institutions when required [4] - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [4] - The rules will take effect upon approval by the company's board of directors and will be interpreted and revised by the board [4]