苏宁环球: 独立董事工作制度（2025年8月）

Core Points - The independent director system aims to enhance the governance of Suning Universal Co., Ltd., protect the interests of all shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders [1][2] Group 2: Responsibilities and Duties - Independent directors must perform their duties independently, free from influence by the company or its major shareholders, and must declare any conflicts of interest [2][10] - They are required to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance the board's decision-making quality [10][11] Group 3: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2][3] - They must meet specific qualifications, including relevant experience and a clean personal record, and must not have any relationships that could compromise their independence [4][5][6] Group 4: Meetings and Reporting - Independent directors are required to attend board meetings and conduct on-site inspections of the company's operations at least 15 days a year [11][12] - They must submit an annual report detailing their attendance, participation in committees, and any issues encountered during their tenure [18][19] Group 5: Special Rights and Powers - Independent directors have the right to hire external consultants, call for extraordinary shareholder meetings, and propose board meetings [15][16] - Certain matters, such as related party transactions, must be approved by a majority of independent directors before being submitted to the board [15][16] Group 6: Compliance and Evaluation - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [5][10] - The company is responsible for providing necessary resources and support to enable independent directors to perform their duties effectively [21][22]