苏宁环球: 独立董事专门会议议事规则

Core Viewpoint - The document outlines the rules and procedures for the independent directors of Suning Universal Co., Ltd., emphasizing their role in protecting the rights of all shareholders, particularly minority shareholders, and ensuring independent decision-making [1][2]. Group 1: Independent Directors' 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]. - They are obligated to act in good faith and diligence towards the company and all shareholders, adhering to relevant laws and regulations [1][2]. - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company [1][2]. Group 2: Independent Directors' Meetings - The company is required to hold meetings exclusively attended by independent directors, known as independent directors' special meetings, which must be notified to all independent directors one day in advance [2][3]. - A majority of independent directors must be present for the meeting to be valid, and meetings can be conducted in person or through other communication methods [2][3]. - Independent directors are expected to attend meetings personally or review materials in advance if unable to attend, and they can delegate another independent director to represent them [2][3]. Group 3: Decision-Making and Voting - Certain matters require approval from a majority of independent directors during special meetings, including hiring external consultants, proposing shareholder meetings, and disclosing related party transactions [2][3][4]. - Voting is conducted on a one-vote-per-person basis, and the results must be documented, including any dissenting opinions and their justifications [3][4]. - Meeting records must be maintained for at least ten years, including all relevant documentation and decisions made during the meetings [4][5]. Group 4: Support and Resources for Independent Directors - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties, including operational information and logistical assistance for meetings [4][5]. - The company must cover expenses incurred by independent directors when hiring professional institutions or exercising their rights [4][5]. - Any inconsistencies between this system and relevant laws or the company's articles of association will be governed by national laws and regulations [4].