ST华通: 独立董事工作制度（2025年8月）

Core Points - The document outlines the independent director working system of Zhejiang Century Huatong Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [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 independent judgment [2][3] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [1][2][3] Group 2: Independence and Qualifications - Independent directors must maintain independence and avoid conflicts of interest, with a maximum of three concurrent positions in domestic listed companies [4][5] - The board must have at least one accounting professional among the independent directors, who must meet specific qualifications [6][7] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [10][11] - Detailed information about candidates must be disclosed before the election to ensure shareholders are well-informed [12][13] Group 4: Rights and Duties - Independent directors have the right to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [9][10] - They must report their independent opinions on significant matters and maintain detailed records of their activities [20][21] Group 5: Work Support and Compensation - The company must provide necessary support and conditions for independent directors to fulfill their duties, ensuring they have equal access to information [29][30] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [30][31]