首创证券: 独立董事工作制度（草案）（H股上市后适用）

Core Points - The document outlines the independent director working system for Shouchuang Securities Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Summary by Sections General Principles - The independent directors must perform their duties independently, free from influence by the company or its major shareholders [2] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act in accordance with relevant laws and regulations [2][3] - The number of independent directors must not be less than one-third of the board members, including at least one accounting professional [2][3] Qualifications and Appointment - Candidates for independent directors must meet specific qualifications, including relevant experience and a clean personal record [4][5] - Independent directors should not hold positions in more than three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [5][6] - The document specifies conditions under which individuals cannot serve as independent directors, including conflicts of interest and recent legal issues [6][7] Responsibilities and Performance - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have special rights, such as proposing the convening of shareholder meetings and hiring independent consultants for audits or consultations [18][19] - Independent directors must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [12][20] Meeting Mechanisms - The company must hold regular meetings of independent directors at least once a year, with provisions for special meetings as needed [29][30] - Independent directors can propose agenda items for these meetings, which require a majority agreement to proceed [30][31] Support for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to perform their duties effectively [38][39] - Independent directors should have equal access to information and resources as other board members [39][40] Reporting and Documentation - Independent directors must submit annual reports detailing their activities and interactions with shareholders and management [28][29] - The company must maintain records of independent directors' meetings and decisions for permanent retention [37][38]