祥和实业: 浙江天台祥和实业股份有限公司独立董事专门会议制度

Core Points - The company has established a special meeting system for independent directors to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2] - The special meetings will be convened by independent directors and require a majority presence to proceed [2][5] - Independent directors have specific rights and responsibilities, including the ability to hire external consultants and propose extraordinary shareholder meetings [3][5] Group 1 - The special meeting system aims to improve the board structure and the role of independent directors in corporate governance [1] - Meetings must be notified to all independent directors three days in advance, unless there is an emergency [2] - A minimum of two-thirds of independent directors must be present for the meeting to be valid [2][5] Group 2 - Independent directors can delegate their voting rights to other independent directors, but no director can represent more than two others [6] - The meetings can be held in person, via video conference, or by phone, ensuring effective communication among all participants [6] - Certain matters, such as company acquisitions and related party transactions, require approval from the special meeting before being submitted to the board [8][5] Group 3 - The company is responsible for providing necessary conditions and support for the meetings, including operational data and logistical assistance [6] - Independent directors are obligated to maintain confidentiality regarding the matters discussed in the meetings [6] - The system will take effect upon approval by the board and will be revised as necessary to comply with relevant laws and regulations [6][7]