PCI-STCL(SH:600728) Zheng Quan Zhi Xing·2025-09-02 16:14General Principles - The purpose of the independent director system is to promote the standardized operation of the company, protect the interests of all shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [1][2] Responsibilities and Duties - Independent directors must independently perform their duties without influence from the company or its major shareholders [2] - They are required to attend board meetings, understand the company's operations, and submit annual performance reports to the shareholders' meeting [2][3] - The company must have at least three independent directors, accounting for more than one-third of the board, with at least one possessing appropriate professional qualifications [2][3] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant bad credit records [3][4] - They must maintain independence and cannot be affiliated with the company or its major shareholders [5][6] Nomination and Election - 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 [7][8] - The election process must ensure that candidates do not have conflicts of interest [7][8] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [11][19] - Certain matters, such as related party transactions, must be approved by a majority of independent directors before being submitted to the board [19] Reporting and Accountability - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [12][15] - They must ensure confidentiality during the annual report preparation process and can independently hire external auditors if necessary [14][28] Company Support and Compensation - The company must provide independent directors with the necessary resources and support to fulfill their duties, including timely access to information [31][32] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17][18]