诺思兰德: 独立董事专门会议工作制度

Core Viewpoint - The company has revised its internal management system regarding the independent directors' special meeting procedures, which requires shareholder approval for implementation [1]. Section Summaries Section 1: General Principles - The purpose of the revised system is to enhance the rights and obligations of independent directors and to ensure their effective role in the company, in accordance with relevant laws and regulations [1]. Section 2: Responsibilities and Procedures of Independent Directors' Special Meetings - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2]. - The company is required to hold regular or irregular meetings exclusively for independent directors, which can be conducted in person or via communication methods [2]. - A quorum for the special meeting requires attendance from at least two-thirds of independent directors, and meetings can be convened by a majority of independent directors [2]. - Voting at these meetings is conducted on a one-vote-per-person basis, requiring a majority for approval [3]. Section 3: Matters Requiring Independent Directors' Special Meeting Approval - Certain matters must be reviewed and approved by the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [4]. - Independent directors have special rights that require approval from the special meeting, such as hiring external consultants and proposing temporary shareholder meetings [4]. Section 4: Additional Responsibilities of Independent Directors' Special Meetings - The special meetings can also discuss other significant matters, including the protection of minority shareholders' rights and the appointment of senior management [5]. - The meetings must document their proceedings, including the opinions of independent directors and the basis for those opinions [5]. Section 5: Support and Confidentiality - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties, including operational data and site visits [6]. - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [6].