百利科技: 独立董事工作制度

Core Points - The document outlines the regulations and guidelines for independent directors at Hunan Baile Engineering Technology Co., Ltd, emphasizing their independence and responsibilities [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act independently and fulfill their duties with loyalty and diligence towards the company and all shareholders [1][2] - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a good personal reputation [3][4] - They should not have any significant relationships or interests that could compromise their independence, including family ties or substantial shareholdings in the company [4][5] - The company must ensure that independent directors maintain their independence and conduct annual self-assessments [4][5] Group 3: Nomination and Election Process - Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [5][6] - The nomination process requires thorough vetting of candidates to ensure they meet the independence criteria and have no disqualifying records [5][6] - The election of independent directors must be conducted transparently, with cumulative voting for multiple positions [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance board decision-making [10][11] - They have special powers, including the ability to hire external consultants and propose meetings to address significant issues [10][11] - Independent directors must document their opinions on board resolutions and ensure transparency in their dissenting views [12][13] Group 5: Support and Communication - The company is required to provide necessary resources and support for independent directors to perform their duties effectively [17][18] - Independent directors should have equal access to information as other board members and be kept informed about the company's operations [17][18] - Regular communication with minority shareholders is encouraged to ensure their interests are represented [17][18] Group 6: Reporting and Accountability - Independent directors must submit annual reports detailing their activities and the fulfillment of their responsibilities [16][19] - They are obligated to report any impediments to their duties and can escalate issues to regulatory bodies if necessary [16][19] - The company must ensure that independent directors are compensated appropriately for their roles, with clear disclosure in annual reports [19][20]