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鸿远电子: 鸿远电子独立董事工作细则
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Points - The document outlines the working rules for independent directors at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3]. Group 2: Qualifications and Conditions for Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [5][6]. - Candidates must have at least five years of relevant experience and meet specific educational and professional criteria [6][9]. Group 3: Nomination and Election Process - 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 company must disclose relevant materials regarding the candidates to the Shanghai Stock Exchange [8][9]. Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [20][21]. - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [21][22]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and interactions with shareholders [36][37]. - They are required to report any obstacles to their duties to the Shanghai Stock Exchange [39][40]. Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [39][40]. - Compensation for independent directors should be determined by the board and disclosed in the annual report [21][22].
五矿发展: 五矿发展股份有限公司董事会议事规则(修订稿)
Zheng Quan Zhi Xing· 2025-07-04 16:12
Core Points - The document outlines the rules for the board of directors of Wuzhong Development Co., Ltd., aiming to enhance decision-making efficiency and ensure smooth operations [2][27] - The board is required to hold at least four regular meetings annually, with provisions for special meetings as necessary [2][3] Board Authority - The board has the authority to convene shareholder meetings, report on its work, execute shareholder resolutions, and formulate company strategies and annual plans [3][4] - It is responsible for financial planning, profit distribution, capital changes, and major acquisitions or mergers [4][5] - The board can delegate certain powers to the chairman and general manager, with specific decision-making processes outlined [3][4] Decision-Making Procedures - Transactions involving significant asset purchases or sales must be reviewed by the board if they meet certain thresholds, such as 10% of total assets or net assets [4][5] - The board must consider the opinions of the company’s party committee before making major decisions [5] Independent Directors - Independent directors are required to attend meetings, provide opinions on significant matters, and protect the rights of minority shareholders [8][9] - They have special rights, including hiring external consultants and proposing meetings [9][10] Meeting Procedures - Regular and special meetings must be convened with proper notice, and decisions require a majority of directors present [15][25] - The board must maintain confidentiality regarding meeting discussions and decisions until officially disclosed [17][25] Documentation and Record-Keeping - Meeting resolutions must be documented, including attendance, decisions made, and voting results [40][41] - Records must be kept for at least ten years, ensuring transparency and accountability [45][46]
金健米业: 金健米业2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-04 16:12
Core Viewpoint - Jin Jian Cereals Industry Co., Ltd. is proposing amendments to its Articles of Association, including the abolition of the Supervisory Board, to enhance shareholder rights protection and improve internal governance structure [4][5][6]. Meeting Regulations - The meeting will be organized by a designated working group led by the company secretary, ensuring order and efficiency [1]. - Attendees must present valid identification and arrive early for registration; late arrivals will not be counted in voting [2]. - Shareholders have the right to speak and vote but must adhere to time limits and focus on the agenda [2][3]. Voting Procedures - The meeting will utilize both on-site and online voting methods, with each shareholder allowed to choose only one method [3]. - Voting will be conducted by a named ballot system, and results will be announced after counting [3][4]. Proposed Amendments - The proposed amendments to the Articles of Association include the removal of the Supervisory Board, with its functions transferred to the Audit Committee of the Board [4][5]. - The amendments aim to enhance the protection of shareholder rights and clarify the roles of the Party Committee, Board of Directors, and management [5][6]. Specific Changes - The amendments include updates to the definitions of company governance, shareholder rights, and the responsibilities of the Board and management [10][11]. - The company will no longer have a Supervisory Board, and the Audit Committee will assume its responsibilities [5][6]. - The Articles will now emphasize the integration of the Party Committee's leadership role within the company's governance structure [10][11].
中证投服中心股东会专项行权圆满完成 82问代中小投资者发声 现场质询21家高风险公司
Zheng Quan Shi Bao· 2025-07-03 18:50
中证投服中心A股上市公司2024年年度股东会专项行权已正式收官。证券时报记者获悉,上市公司股东 会召开季,中证投服中心围绕内控机制建设、独立董事作用发挥、上市公司内部追责机制建立等方面对 21家高风险公司展开质询建议,累计抛出82个核心问题。 中证投服中心相关负责人表示,参加股东会,行使股东知情权、建议权、质询权,是中证投服中心服务 中小投资者、有效保护中小投资者合法权益的重要渠道和有力抓手。 聚焦三方面 对于高风险公司被查处的违规行为内部追责问题,中证投服中心在参会过程中同样予以重点关注。中证 投服中心现场质询时,要求部分尚未进行内部追责的公司董事会详细说明具体原因和后续计划,充分保 障中小投资者的知情权。 21家高风险公司 现场抛出82个核心问题 作为中小股东的"代言人",中证投服中心今年将高风险公司作为股东会专项行权的重点对象。据了解, 21家高风险公司由中证投服中心会同沪深交易所以及证监会相关派出机构共同选定,皆因资金占用、财 务舞弊等违法违规行为遭受行政处罚,并被实施风险警示。 在股东会现场,中证投服中心主要围绕三个方面问题对21家高风险公司展开质询,并提出建议。中证投 服中心累计抛出82个核心问题 ...
*ST凯鑫: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company aims to enhance its corporate governance structure by establishing a set of rules for independent directors, in accordance with relevant laws and regulations [1][4] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company will hold special meetings exclusively for independent directors to ensure independent decision-making [3][4] Summary by Sections Independent Director Meetings - Special meetings for independent directors must be convened by a majority of independent directors, and if the convenor is unable to fulfill their duties, two or more independent directors can call the meeting [2] - Independent directors are required to attend these meetings in person or review materials beforehand if unable to attend [2][3] Special Powers and Responsibilities - Certain special powers, such as hiring external consultants for audits or proposing meetings, require approval from a special meeting of independent directors [2][3] - Specific matters, including related party transactions and changes to commitments, must be discussed in these special meetings before being submitted to the board [2][3] Record Keeping and Confidentiality - Independent directors must maintain detailed work records of their duties, which include meeting records and communications with company staff [3] - The company is responsible for providing support for these meetings and covering necessary expenses for independent directors [3][4] - All attending independent directors have a confidentiality obligation regarding the matters discussed in the meetings [3]
★A股第二单中证投服中心提名独董候选人
Zheng Quan Shi Bao· 2025-07-03 01:56
Core Viewpoint - The China Securities Investor Services Center has nominated independent director candidates for Shangfeng Cement, marking the second public nomination of independent directors in A-shares, aimed at enhancing the participation of small and medium investors in corporate governance [1][2]. Group 1 - The nomination of independent directors by the China Securities Investor Services Center broadens the sources of nominations and protects the legal rights of small and medium investors [1][2]. - This initiative follows the State Council's April 2023 issuance of guidelines to improve the independent director nomination system, encouraging investor protection institutions to publicly solicit shareholder rights [1]. - The China Securities Investor Services Center's actions represent a shift from "recommendations by a few" to "participation by market entities" in the nomination process [1]. Group 2 - The public nomination enhances the transparency and fairness of independent director elections, effectively safeguarding the rights of small investors in corporate governance [2]. - Shangfeng Cement has announced a shareholder meeting to review the independent director nomination proposal, urging investors to participate in the public solicitation of voting rights [2]. - Investors can find specific participation methods in the solicitation announcement and can express support by voting in favor if they miss the public solicitation [2].
国发股份: 独立董事提名人声明与承诺(朱蓉娟)
Zheng Quan Zhi Xing· 2025-07-02 16:27
独立董事提名人声明与承诺 提名人朱蓉娟, 现提名祖启为北海国发川山生物股份有限公司第十 一 届董事 会独立董事候选人, 并已充分了解被提名人职业、 学历、 职称、 详细的工作经历、 全部兼职、 有无重大失信等不良记录等情况。 被提名人已同意出任北海国发川山 生物股份有限公司第十 一 届董事会独立董事候选人(参见该独立董事候选人声 明)。 提名人认为, 被提名人具备独立董事任职资格, 与北海国发川山生物股份 有限公司之间不存在任何影响其独立性的关系, 具体声明并承诺如下: 一、 被提名入具备上市公司运作的基本知识, 熟悉相关法律、 行政法规、 规 章及其他规范性文件, 具有5年以上法律、 经济、 会计、 财务、 管理或者其他履 行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交易所认可的相关培训证明材料。 、 上海证券交易所自律监 管规则以及公司章程有关独立董事任职资格和条件的相关规定; (四)中共中央纪委、 中共中央组织部《关千规范中管干部辞去公职或者退 (离)休后担任上市公司、 基金管理公司独立董事、 独立监事的通知》的规定 (如适用); (五)中共中央组织部《关千进 一 步规范党政领导干部 ...
争光股份: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The article outlines the independent director system of Zhejiang Zhangguang Industrial Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [2][3]. - 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 of Independent Directors - Independent directors must maintain independence and cannot be individuals who have certain relationships or interests with the company or its major shareholders [5][6]. - Specific disqualifications include holding more than 1% of the company's shares, being employed by major shareholders, or having significant business dealings with the company [5][6]. - Independent directors must have at least five years of relevant work experience and possess basic knowledge of corporate operations and relevant laws [6][7]. Group 3: Nomination and Election of Independent Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, subject to election by the shareholders' meeting [11][12]. - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [11][12]. 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 [18][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [19][20]. - Independent directors must attend board meetings and can delegate their voting rights to other independent directors if unable to attend [22][23]. Group 5: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [15][16]. - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [32][33]. Group 6: Compensation and Rights - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [36][37]. - The company must ensure that independent directors have equal access to information and resources necessary for their roles [33][34].
豪鹏科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
第一条 为进一步完善深圳市豪鹏科技股份有限公司(以下简称"公司") 的治理结构,促进公司规范运作,为独立董事履职创造良好的工作环境,根据《中 华人民共和国公司法》 《上市公司独立董事管理办法》 (以下简称《管理办法》)、 《上市公司治理准则》《深圳证券交易所股票上市规则》《深圳证券交易所上市 公司自律监管指引第 1 号—主板上市公司规范运作》等法律、法规以及规范性文 件和《深圳市豪鹏科技股份有限公司章程》(以下简称《公司章程》)的相关规 定,制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,并应当按照相 关法律法规、中国证券监督管理委员会(以下简称"中国证监会")、深圳证券 交易所(以下简称"深交所")业务规则、《公司章程》和本制度的要求,认真 履行职责,在董事会中发挥参与决策、监督制衡、专业咨询作用,维护公司整体 利益,保护中小股东合法权益。 第四条 独立董事应当独立履行职责,不受公司主要股东、实际控制人或者 其他与公司存在利害关 ...
深圳市卫光生物制品股份有限公司 独立董事候选人声明与承诺
Zheng Quan Ri Bao· 2025-07-01 23:06
Group 1 - The company has nominated Huang Juan as an independent director candidate for its fourth board of directors, confirming her independence and compliance with relevant regulations [1][2][3] - Huang Juan has undergone qualification review by the company's nomination committee and has no relationships that could affect her independent performance [1][2] - The candidate has confirmed that she meets the qualifications and conditions set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2][3][4] Group 2 - The company has also nominated Zhang Jianping as an independent director candidate, who has agreed to the nomination and confirmed his independence [29][58] - Zhang Jianping has passed the qualification review and has no conflicts of interest that could impact his independent duties [29][58] - The nomination is based on a thorough understanding of Zhang Jianping's professional background, qualifications, and absence of any significant credit issues [29][58]