北汽蓝谷: 独立董事制度

Core Points - The article outlines the establishment and governance of the independent director system at BAIC Blue Valley New Energy Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director System - The independent director system is established in accordance with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][3] - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3] Group 2: Qualifications and Responsibilities - Independent directors must meet specific independence criteria, including not being related to major shareholders or having significant business dealings with the company [4][5] - They are required to have at least five years of relevant experience and must possess basic knowledge of corporate operations and relevant laws [5][6] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [27][28] Group 3: 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 elected by the shareholders' meeting [17][18] - The company must disclose relevant information about independent director candidates before the election [19][20] - Independent directors serve the same term as other board members, with a maximum continuous term of six years [22][23] Group 4: Performance and Reporting - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [23][24] - They are required to submit an annual report detailing their performance and participation in board activities [36][37] - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [38][39]