柳药集团: 广西柳药集团股份有限公司独立董事工作制度（2025年8月修订）

Core Points - The document outlines the independent director system of Guangxi Liuyao Group Co., Ltd, aiming to enhance corporate governance 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 must maintain independence from major shareholders and actual controllers [1][3] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][4] Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and ensure compliance with relevant laws and regulations [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and providing professional advice [2] Qualifications of Independent Directors - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence criteria, and relevant work experience [6][7] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [3][4] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be elected by the shareholders' meeting [6][11] - The term for independent directors aligns with that of other directors, with a maximum continuous service of six years [8][9] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [18][19] - They have special rights, including hiring external consultants and proposing meetings, to ensure their independence and effectiveness [19][20] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to the same rights to information as other directors, ensuring they can perform their roles without obstruction [34][35] Miscellaneous Provisions - The document includes definitions of key terms such as major shareholders and minority shareholders, and outlines the responsibilities of the board in interpreting and amending the system [39][41]