General Principles - The purpose of the system is to promote the standardized operation of the company and to ensure the independent directors play a significant role in corporate governance, protecting the legitimate rights and interests of all shareholders [1] - Independent directors are defined as those who do not hold any position other than director and have no direct or indirect interests that could affect their independent judgment [1] Responsibilities and Authority - Certain matters must be discussed in a special meeting of independent directors and require a majority agreement before being submitted to the board for review, including related party transactions and changes to commitments [2] - Independent directors have special powers that require discussion and majority agreement in a special meeting, such as hiring intermediaries for audits or consultations and proposing the convening of temporary shareholder meetings [2][3] Meeting Rules - The company must notify all independent directors three days prior to the special meeting and provide relevant materials, with exceptions allowed in urgent situations [3] - The special meeting can be held in person, via communication methods, or a combination of both, and must be convened and chaired by a director with accounting expertise [3][4] - A quorum for the meeting requires the presence of all independent directors, and non-independent directors may attend but do not have voting rights [4] Voting and Documentation - Voting in the special meeting is conducted on a one-vote-per-person basis, using a named voting method [4] - Meeting records must be created, documenting the opinions of independent directors, which should be clear and detailed, especially in cases of disagreement [4][5] - Independent directors are bound by confidentiality regarding the matters discussed in the meeting [4]
悍高集团: 独立董事专门会议制度