美埃科技: 独立董事工作制度

Core Points - The document outlines the independent director working system of Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][25]. Group 1: Independent Director Qualifications - 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 [3][4]. - At least one-third of the board members must be independent directors, including at least one accounting professional [5][6]. - Independent directors are required to have relevant professional qualifications, such as being a registered accountant or having a senior title in accounting, auditing, or financial management [5][6]. Group 2: Independence and Duties - Independent directors must maintain independence and avoid conflicts of interest, including relationships with major shareholders or entities that have significant business dealings with the company [4][5]. - They are obligated to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions on board decisions [6][12]. - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's issued shares [7][8]. - Candidates must consent to their nomination and disclose their qualifications and independence [7][8]. - The election of independent directors must be conducted transparently, with all relevant materials submitted to the Shanghai Stock Exchange [7][8]. Group 4: Responsibilities and Reporting - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to keep detailed records of their activities and decisions, which must be preserved for at least ten years [17][19]. - Independent directors must ensure that their opinions on significant matters are clearly documented and disclosed [12][19]. Group 5: Support and Resources - The company is responsible for providing necessary support and resources to independent directors, including access to information and assistance from the board secretary [36][37]. - Independent directors are entitled to hire external consultants for audits or advice, with costs covered by the company [41][42]. - The company must ensure that independent directors have equal access to information as other board members [36][37].