江苏索普: 江苏索普外部董事管理办法

General Principles - The purpose of the external director management measures is to enhance the governance structure of the company and improve the effectiveness of the board of directors [1] - External directors are defined as individuals not employed by the company or its subsidiaries, excluding their roles as directors or committee members [1][2] - Independent directors are categorized as external directors, following specific management guidelines [1] Appointment Conditions - External directors must possess high political quality, professional ethics, strategic awareness, and relevant industry knowledge [2] - Candidates should generally hold at least a bachelor's degree and be under 65 years of age [2] - Certain disqualifications for external directors include prior employment in the company or significant shareholding [2] Selection Process - External directors are nominated by shareholders and elected at the shareholders' meeting [3][4] - The selection process involves assessing the company's needs, communicating with candidates, and obtaining necessary approvals [4] Responsibilities, Rights, and Obligations - External directors are responsible for executing policies, participating in board meetings, and providing strategic input [11] - They have the right to express opinions, propose meetings, and access necessary company information [12] - Obligations include adhering to laws, attending meetings, and maintaining confidentiality [13][14] Performance Evaluation - External directors are evaluated based on their professional conduct, performance, and attendance at meetings [20][22] - The evaluation results influence their reappointment and compensation [22][30] - Specific behaviors leading to disqualification include poor attendance and failure to oppose harmful decisions [30] Compensation Management - External directors receive a work allowance determined by the shareholders' meeting, based on performance evaluations [28][29] - Compensation is adjusted based on the evaluation results, with penalties for unsatisfactory performance [30] Termination and Resignation - The board may recommend the removal of external directors under certain conditions, such as poor attendance or misconduct [31] - Directors can resign by submitting a written notice, which takes effect upon delivery [32] Confidentiality and Company Support - External directors must sign confidentiality agreements and maintain secrecy regarding company information [33] - The company is responsible for providing necessary resources and timely information to support external directors in their roles [34][35]