天普股份: 独立董事工作细则（2025年8月修订）

Core Points - The document outlines the working rules for independent directors of Ningbo Tianpu Rubber Technology Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [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 obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and minority shareholders [1][2][3] Group 2: Independence and Qualifications - Independent directors should not be influenced by major shareholders or actual controllers and can serve as independent directors in a maximum of three domestic listed companies [2][3] - They must possess relevant qualifications, including accounting expertise, and at least one independent director must have accounting qualifications on the board [2][3][4] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [6][7] - The election process requires cumulative voting for the election of multiple independent directors, ensuring transparency for minority shareholders [7] Group 4: Duties and Special Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [22][23] - They have the authority to express independent opinions on matters that may harm the company or minority shareholders' interests [22][23][24] Group 5: Performance and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [17][18] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [40][41] Group 6: Compensation and Insurance - The company should provide appropriate compensation to independent directors, which must be approved by the shareholders' meeting and disclosed in the annual report [46] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [46]