海油工程: 海油工程独立董事工作规则

Core Points - The article outlines the rules and regulations governing the independent directors of CNOOC Engineering Co., Ltd, emphasizing their rights, obligations, and the importance of their independent judgment [1][2][3] Group 1: General Provisions - 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 [1][2] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 2: Qualifications of Independent Directors - Candidates for independent directors must meet specific criteria, including having at least five years of relevant work experience and a good personal reputation without significant misconduct records [5][6] - Individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, are prohibited from serving as independent directors [4][6] Group 3: Appointment and Dismissal of Independent Directors - Independent directors are nominated by shareholders holding at least 1% of the company's issued shares and must be elected by the shareholders' meeting [7][8] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [7][8] Group 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10] - They have the authority to independently hire external consultants for audits or inquiries and can propose the convening of special meetings [9][10] Group 5: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [30][31] - Independent directors should receive equal access to information and resources as other board members to ensure informed decision-making [31][32] Group 6: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [28][29] - The company must disclose any significant issues raised by independent directors during board meetings [11][12]