祥生医疗: 无锡祥生医疗科技股份有限公司独立董事工作制度

Core Points - The document outlines the independent director system of Wuxi Xiangsheng Medical Technology Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [5][17][23] Group 1: Independent Director Responsibilities - Independent directors must perform their duties independently, free from influence by the company or its major shareholders [2][5] - They are required to participate in decision-making, supervision, and provide professional advice to safeguard the overall interests of the company and protect the legal rights of minority shareholders [2][17] - The board must include at least one-third independent directors, with a majority of independent directors on the audit committee [3][5] Group 2: Independence Requirements - Independent directors must not have any direct or indirect interests that could affect their independent judgment [5][6] - They can serve as independent directors for a maximum of three domestic listed companies to ensure they have sufficient time and energy to fulfill their responsibilities [3][5] Group 3: Nomination and Election Process - The board of directors and shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be elected by the shareholders' meeting [8][10] - The nomination process requires thorough verification of the candidate's qualifications and independence [10][11] Group 4: Rights and Powers - Independent directors have the right to independently hire intermediaries for auditing, consulting, or verification of specific company matters [17][21] - They can propose the convening of temporary shareholders' meetings and board meetings [17][21] Group 5: Performance and Reporting - Independent directors must submit an annual performance report detailing their attendance at meetings and their involvement in various committees [36][37] - The company is required to provide necessary support and resources for independent directors to perform their duties effectively [37][38] Group 6: Compliance and Accountability - Independent directors must report to the stock exchange if they are dismissed or if there are obstacles to their ability to perform their duties [23][22] - The company is responsible for covering the costs incurred by independent directors when hiring professional institutions [42]