独立董事制度

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海泰新光: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the independent director working system of Qingdao Haitai Newlight Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director Definition and Qualifications - An 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 [1]. - Basic qualifications for independent directors include legal eligibility, independence, knowledge of corporate operations, at least five years of relevant experience, and good personal character [1][2]. Group 2: Independence Criteria - Individuals who cannot serve as independent directors include those with close relationships to the company, significant shareholders, or those providing services to the company [2][3]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [3]. Group 3: Nomination and Election Process - The board or shareholders holding over 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [4]. - The nomination process requires the consent of the nominee and a thorough review of their qualifications by the nomination committee [4][5]. Group 4: Responsibilities and Powers - Independent directors have special powers, including approving significant related-party transactions and proposing the hiring or dismissal of accounting firms [8][9]. - They must provide independent opinions on various matters, including the appointment of directors and senior management [9][10]. Group 5: Obligations and Rights - Independent directors are required to fulfill their duties diligently, focusing on protecting the interests of minority shareholders [18][19]. - The company must provide necessary support and information to independent directors to enable them to perform their roles effectively [25][26]. Group 6: Compensation and Insurance - The company is responsible for compensating independent directors and may establish a liability insurance system to mitigate risks associated with their duties [30][31].
广博股份: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
广博集团股份有限公司 独立董事工作制度 为进一步完善广博集团股份有限公司(以下简称"公司")的法人治理结构, 强化对董事会及管理层的约束和监督制度,更好地维护中小股东的利益,促进公 司的规范运作,根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司独立董事管理办法》等有关规定并结合《公司章程》的规定,特制定本制 度。 第一章 总 则 第一条 独立董事是指不在上市公司担任除董事外的其他职务,并与其所受 聘的上市公司及其主要股东、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。 独立董事独立履行职责,不受公司主要股东、实际控制人或者其他与公司存 在利害关系的单位或个人的影响。如发现所审议事项存在影响其独立性的情况, 应当向公司申明并实行回避。任职期间出现明显影响独立性情形的,应当及时通 知公司,提出解决措施,必要时应当提出辞职。 第二条 独立董事对公司及全体股东负有忠实与勤勉义务,应当按照相关法 律、行政法规、中国证券监督管理委员会(以下简称"中国证监会") 规定、深 圳证券交易所业务规则(以下简称"深交所业务规则")、《公司章程》 以及本 制度的规定,认真履行职 ...
天合光能: 天合光能股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-22 15:15
Core Viewpoint - The document outlines the independent director system of Trina Solar Limited, aiming to enhance corporate governance, protect minority shareholders, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and enhance the supervision of internal directors and management [1]. - 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]. Qualifications of Independent Directors - Independent directors must meet specific qualifications as outlined in various laws and regulations, including the Company Law and the Management Measures for Independent Directors [2]. - Candidates must have a good personal character and must not have any disqualifying records, such as recent securities violations or significant dishonesty [2]. Independence of Independent Directors - Independent directors must maintain independence and should not have any relationships that could compromise their objectivity [3][4]. - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, supervisory board, or shareholders holding more than 1% of the company's shares [6]. - The company must submit relevant materials regarding independent director candidates to the Shanghai Stock Exchange [7]. 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 [10][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [10][19]. Meetings and Communication - The company is required to hold independent director meetings at least biannually, ensuring that all independent directors can communicate effectively [12][13]. - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [15][19]. Rights and Obligations of Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties [47][48]. - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [48][49]. Final Provisions - The independent director system will take effect upon approval by the shareholders' meeting and will be subject to interpretation and revision by the board [54][55].
大名城: 上海大名城企业股份有限公司独立董事制度
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Points - The article outlines the independent director system of Shanghai Daming City Enterprise Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent 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 [1][2][3] Group 2: Qualifications and Appointment - The company must establish an independent director system that complies with relevant laws and regulations, ensuring the independence of directors [2][3] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][3] - Specific disqualifications for independent directors include holding significant shares in the company or having close relationships with major shareholders [3][4] Group 3: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [16][17] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [17][18] Group 4: Meeting and Reporting Requirements - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [19][20] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [32][33] Group 5: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [40][41]
深天马A: 独立董事年度报告工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
Group 1 - The company aims to enhance its operational standards by clarifying the responsibilities of independent directors in the annual report process, ensuring their supervisory role in the preparation and disclosure of the report [1][2] - Independent directors are required to ensure that all necessary disclosures are made accurately and completely in the annual report [3] - The company must provide independent directors with necessary working conditions and support to fulfill their responsibilities without obstruction [2][3] Group 2 - The company is responsible for reporting its annual financial status, operational conditions, and significant matters to independent directors, facilitating their on-site investigations of major issues [2][3] - Independent directors must communicate with the annual audit accountants after the preliminary audit opinion is issued and before the board meeting to discuss any issues found during the audit [2][3] - Independent directors are required to sign a written confirmation regarding the compliance of the report's preparation and review process with legal and regulatory standards, and to express any dissenting opinions if applicable [2][3] Group 3 - Independent directors can independently hire intermediary institutions to audit or consult on specific matters if they have objections, with the costs borne by the company [3] - During the preparation and review of the annual report, independent directors are obligated to maintain confidentiality and prevent insider trading or information leaks [3] - This system will be interpreted and revised by the company's board of directors and will take effect upon approval [3]
创力集团: 创力集团独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 11:14
(以下简称《公司法》)、 独立董事工作制度 (2025 年 8 月修订) 为进一步完善上海创力集团股份有限公司(以下简称"公司")的法人治理 结构,促进公司规范运作,根据《中华人民共和国公司法》 上海创力集团股份有限公司 独立董事工作制度 上海创力集团股份有限公司 第四条 公司独立董事占董事会成员的比例不得低于三分之一,其中至少包 括一名会计专业人士。 《上市公司治理准则》《上市公司独立董事管理办法》《上海证券交易所股票上 市规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律、 法规以及规范性文件和《上海创力集团股份有限公司章程》(以下简称《公司章 程》),特制定本制度。 公司应当在董事会中设置审计委员会。审计委员会成员应当为不在公司担任 高级管理人员的董事,其中独立董事应当过半数,并由独立董事中会计专业人士 担任召集人。公司在董事会中设置提名、薪酬与考核、战略委员会。提名委员会、 薪酬与考核委员会中独立董事应当过半数并担任召集人。 第一章 总则 第一条 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 ...
大地熊: 大地熊独立董事制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 10:18
安徽大地熊新材料股份有限公司 独立董事制度 第一章 总则 第一条 为进一步完善安徽大地熊新材料股份有限公司(以下简称"公司") 法人治理结构,促进公司规范运作,充分发挥独立董事在公司治理中的作用, 更好地维护中小股东利益,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》)《上海证券交易所科创板股票上市规则》等 法律法规、规范性文件及《安徽大地熊新材料股份有限公司章程》(以下简称 《公司章程》)的有关规定,结合公司实际,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任何其他职务,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 公司独立董事占董事会成员的比例不得低于三分之一,且至少包括 一名会计专业人士。 公司董事会下设审计、战略与可持续发展、提名、薪酬与考核委员会,其 中审计委员会、提名委员会、薪酬与考核委员会中独立董事应当过半数并担任 召集人,审计委员会成员应当为不在公司担任高级管理人员的董事,并由独立 董事中会计专业人士担任召集人。 第四条 独立董事对公司及全体股东负有诚信与勤勉义务,并应当按照 ...
华勤技术: 华勤技术独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 09:21
Core Points - The document outlines the independent director working system of Huqin Technology Co., Ltd, aiming to standardize operations, protect shareholder rights, and ensure compliance with relevant regulations [2][19] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional with relevant qualifications [3][4] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly minority shareholders [2][3] - Independent directors must maintain independence and are required to avoid conflicts of interest with the company and its major shareholders [4][11] - The company is responsible for ensuring that independent directors have the necessary conditions to perform their duties effectively [15][16] Group 2 - The document specifies the qualifications and independence criteria for independent directors, including a minimum of five years of relevant work experience [7][9] - Independent directors are prohibited from holding positions that could compromise their independence, such as being employed by the company or its major shareholders [4][5] - The nomination, election, and replacement of independent directors must follow specific procedures, including the requirement for cumulative voting when electing multiple independent directors [11][12] Group 3 - Independent directors are entitled to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [12][13] - The company must hold regular meetings exclusively for independent directors to discuss relevant matters [13][14] - Independent directors are required to submit annual reports detailing their activities and the fulfillment of their responsibilities [14][19] Group 4 - The company must provide independent directors with equal access to information and ensure they are informed of significant matters in a timely manner [15][16] - Independent directors can hire external consultants to assist in their duties, with costs covered by the company [24] - The document establishes a framework for independent director liability insurance to mitigate risks associated with their responsibilities [25][26]
杭钢股份: 杭州钢铁股份有限公司独立董事制度
Zheng Quan Zhi Xing· 2025-08-22 09:21
Core Points - The article outlines the governance structure and responsibilities of independent directors at Hangzhou Steel Co., Ltd, emphasizing their role in ensuring corporate governance and protecting minority shareholders' rights [2][3][5]. Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3]. - Independent directors are defined as those who do not hold any other position within the company and have no significant relationships with major shareholders or the actual controller [2][5]. - The board is required to establish various committees, including an audit committee, strategic committee, nomination committee, compensation and assessment committee, and investor relations management committee, with independent directors holding a majority in certain committees [3][17]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [5][6]. - Candidates for independent director positions must meet specific qualifications, including relevant work experience and a clean legal record [6][7]. - The nomination process for independent directors requires the consent of the nominee and thorough vetting by the board's nomination committee [11][12]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [18][19]. - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [20][21]. Group 4: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and interactions with shareholders [37][38]. - They must continuously enhance their knowledge of securities laws and regulations to improve their effectiveness [38]. - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties [39][40]. Group 5: Compensation and Insurance - The company must provide independent directors with appropriate compensation that reflects their responsibilities, which must be approved by the shareholders [46]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [45].
汇金通: 青岛汇金通电力设备股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 08:12
Core Points - The document outlines the independent director system of Qingdao Huijin Tong Electric Equipment Co., Ltd, emphasizing the qualifications, responsibilities, and independence required for independent directors [1][3][4] Group 1: General Provisions - The independent directors must possess substantial accounting knowledge and experience, meeting at least one of the specified criteria [1] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [3] - The company is required to have three independent directors, including at least one accounting professional [3][5] Group 2: Qualifications and Independence - Independent director candidates must demonstrate independence and not fall under specific disqualifying conditions, such as holding shares or being related to major shareholders [4][6] - Candidates must have relevant experience and knowledge of corporate operations, legal regulations, and must not have any significant negative records [8][9] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and protecting the rights of minority shareholders [12][16] - They have the authority to independently hire external consultants for audits or advice and can propose meetings to discuss significant issues [20][21] Group 4: Meetings and Reporting - The company must hold meetings exclusively for independent directors to discuss relevant matters, and these meetings should be properly documented [17][35] - Independent directors are required to submit annual reports on their performance and the fulfillment of their duties [36]