Core Viewpoint - The document outlines the independent director system of Xinjiang Sailimu Modern Agriculture Co., Ltd, emphasizing the importance of independent directors in corporate governance and their responsibilities to protect the interests of all shareholders, particularly minority shareholders [2][3]. Summary by Sections General Principles - The independent director system is established to regulate the company's behavior and enhance the role of independent directors in corporate governance [2]. - 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 [2][3]. Responsibilities and Duties - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [3]. Qualifications and Independence - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [5]. - Candidates for independent directors must have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7]. Nomination and Election Procedures - The board of directors or shareholders holding more than 1% of shares can propose independent director candidates, who are then elected by the shareholders' meeting [11]. - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [12][13]. Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [20][21]. - They must ensure that they have sufficient time and resources to fulfill their responsibilities effectively [6][19]. Reporting and Communication - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [17]. - The company must provide necessary support and resources for independent directors to perform their duties [37][38]. Compliance and Record Keeping - Independent directors must keep detailed records of their activities and ensure compliance with relevant laws and regulations [16][19]. - The company is responsible for maintaining transparency and providing timely information to independent directors [39][40].
新赛股份: 新疆赛里木现代农业股份有限公司独立董事工作制度(2025年8月修订)