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新时达: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
上海新时达电气股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善上海新时达电气股份有限公司(以下简称"公司") 治理结构,促进公司规范运作,保障公司独立董事依法独立行使职权,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》")、《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》等有关法律、行政法规、规范性文件和《上海新时达电气股份有限公司 章程》(以下简称"《公司章程》")的有关规定,特制定本制度。 第二章 独立董事的任职条件和独立性 第二条 公司独立董事是指不在公司担任除董事外的其他职务,并与其所 受聘的公司及其主要股东、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。 独立董事应当独立履行职责,不受公司及其主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当 按照有关法律、行政法规、规范性文件和《公司章程》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,尤其 是要关注中小股东的合法权益不受损害。 ...
浙江力诺: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
Core Viewpoint - The independent director system of Zhejiang Lino Fluid Control Technology Co., Ltd. aims to enhance corporate governance, protect the interests of minority shareholders, and ensure independent decision-making within the board of directors [1][2]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are required to fulfill their duties independently and are not influenced by the company or its major shareholders [2][4]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, including family ties to major shareholders or significant business relationships [5][6]. - The board must include independent directors making up at least one-third of its members, with at least one being a professional accountant [2][6]. Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [15][16]. - They must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [18][19]. Group 4: Performance and Reporting - Independent directors are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [26][27]. - The company must provide necessary support and resources for independent directors to perform their duties effectively [15][17]. Group 5: 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 [33][34]. - They have the right to access information and resources necessary for their role, ensuring they can perform their duties without obstruction [31][32].
*ST春天: 青海春天2025年第一次临时股东会资料
Zheng Quan Zhi Xing· 2025-06-25 16:36
Meeting Information - The first temporary shareholders' meeting of Qinghai Spring Medicine Resources Technology Co., Ltd. will be held on July 3, 2025, at 2:30 PM in Xining, Qinghai Province [1][3] - The meeting will be conducted with both on-site and online voting methods, ensuring that shareholders can participate remotely [3][4] Attendance and Voting Procedures - Shareholders and their authorized representatives must arrive ten minutes before the meeting to complete registration and present necessary documents [2] - Shareholders have the right to speak, consult, and vote during the meeting, with specific procedures for raising questions and casting votes [2][3] Agenda Items - The meeting will review two main proposals: 1. Approval of daily related transactions and the estimated amount for 2025, which is projected at 100 million yuan for product procurement from Yibin Tinghua [5][6] 2. Election of Mr. Wang Fugui as an independent director of the board, following the resignation of Ms. Song Yuqi [8][9] Related Transactions - The company has been under scrutiny for failing to disclose related transactions with Yibin Tinghua, which is now being rectified with the submission of the estimated transaction amount for the year [5][6] - Yibin Tinghua has a registered capital of 14.7 million yuan and reported revenues of 70.06 million yuan and a net profit of 20.18 million yuan as of December 31, 2024, indicating its capability to fulfill contractual obligations [7] Impact and Compliance - The related transactions are deemed necessary for the company's daily operations and will not compromise the company's independence or harm the interests of non-related shareholders [8] - The board has already approved the proposals, and the meeting will ensure compliance with regulatory requirements [6][9]
中安科: 2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-25 16:13
Group 1 - The company will hold a shareholders' meeting on July 9, 2025, with both on-site and online voting options available for shareholders [4][3] - The agenda includes proposals for providing guarantees for financing, amending the company’s articles of association, and electing a new independent director [6][9][7] - The company plans to provide a total of HKD 277 million in financing guarantees for its wholly-owned subsidiaries [4][5] Group 2 - The company proposes to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [6] - The company will revise its internal governance rules, including the rules for shareholders' meetings and board meetings [7] - The independent director candidate, Mr. Xue Wei, has a strong background in finance and accounting, with no current shareholding in the company [9][10]
中兰环保: 独立董事专门会议制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 19:03
Core Points - The document outlines the Independent Director Special Meeting System of Zhonglan Environmental Technology Co., Ltd, aiming to standardize the corporate governance structure and enhance the role of independent directors [1][2] - The special meetings are exclusively attended by independent directors and can be convened as needed, with a proposal from more than half of the independent directors [1][2] - The company is required to notify all independent directors at least three days before the meeting, unless it is an urgent situation [1][2] Summary by Sections Meeting Procedures - Special meetings can be held in person, via communication methods (including video and phone), or a combination of both [2] - A majority of independent directors must agree on matters to be submitted to the board for review, including hiring external agencies for audits, proposing temporary shareholder meetings, and disclosing related party transactions [2][3] Documentation and Reporting - Meeting records must be created, and independent directors' opinions should be documented and signed [2] - Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the work of the special meetings [2] Implementation and Compliance - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations if necessary [3] - Any unresolved matters will be governed by relevant national laws and the company's articles of association [3]
航天智造: 独立董事工作细则
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The article outlines the regulations and guidelines for independent directors at Aerospace Intelligent Manufacturing Technology Co., Ltd, emphasizing their roles, responsibilities, and qualifications [1][2][3]. 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 responsible for acting in the best interests of the company and all shareholders, ensuring transparency and accountability in decision-making [2][3]. - Independent directors must comprise at least one-third of the board, with specific requirements for financial expertise [2][3]. Group 2: Committees and Their Functions - The Audit Committee is responsible for reviewing financial information, supervising audits, and ensuring compliance with regulations [3][4]. - The Nomination Committee proposes candidates for directors and senior management, while the Compensation and Assessment Committee sets performance standards and compensation policies [4][5]. Group 3: Qualifications and Selection of Independent Directors - Independent directors must meet specific qualifications, including relevant experience and independence from the company and its major shareholders [5][6]. - The selection process involves nominations from shareholders and requires approval at the shareholders' meeting [12][15]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with ensuring that potential conflicts of interest are addressed and that decisions align with the company's overall interests [20][21]. - They have the authority to hire external consultants for audits and can call for special meetings if necessary [22][23]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and any issues encountered during their tenure [30][31]. - They are required to maintain confidentiality regarding company information and disclose any conflicts of interest [24][25]. Group 6: Compensation and Support - The company must provide adequate support and resources for independent directors to fulfill their responsibilities effectively [51][52]. - Compensation for independent directors should be approved by the shareholders and disclosed in the annual report [55]. Group 7: Implementation and Compliance - The guidelines become effective upon approval by the shareholders and replace any previous regulations [26]. - The board of directors is responsible for interpreting these guidelines and ensuring compliance [58].
华如科技: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
Core Points - The document outlines the independent director system of Beijing Huaru Technology Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their duties effectively [1][2][3] Summary by Sections General Principles - 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 owe a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting the rights of minority shareholders [3][4] Appointment and Qualifications - The company must have at least two independent directors, making up at least one-third of the board, with at least one being a professional accountant [3][4] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant experience and knowledge [9][10] Responsibilities and Powers - Independent directors have the authority to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [23][24] - They can independently hire external consultants for audits or consultations and propose the convening of shareholder meetings [24][25] Performance and Reporting - Independent directors are required to attend board meetings and can delegate their voting rights if unable to attend [28][29] - They must submit annual reports detailing their performance and any issues encountered during their tenure [36] Support and Compensation - The company is responsible for providing necessary resources and support to independent directors to ensure they can perform their duties effectively [37][38] - Independent directors are entitled to compensation, which must be disclosed in the company's annual report [42] Miscellaneous Provisions - The document includes definitions of key terms such as major shareholders and minority shareholders, and outlines the procedures for amending the independent director system [21][45][46]
龙头股份: 独立董事工作制度(2025年)
Zheng Quan Zhi Xing· 2025-06-23 17:09
Core Points - The document outlines the independent director system of Shanghai Longteng (Group) Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - 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 must ensure that independent directors can perform their duties without influence from major shareholders or the actual controller [1][2] Summary by Sections General Principles - The independent director system is established to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2] Qualifications and Appointment of Independent Directors - Individuals who hold significant shares or have close relationships with major shareholders are prohibited from being independent directors [6][7] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [5][6] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][17] - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [16][17] Communication and Reporting - Independent directors must maintain communication with minority shareholders and report on their activities and findings annually [30][31] - The company is required to provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company should provide appropriate compensation for independent directors, which must be approved by the board and disclosed in annual reports [39] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [38]
每日互动: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-23 14:28
Core Points - The document outlines the independent director working system of Daily Interactive Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2] - Independent directors must not have any direct or indirect relationships that could affect their independent judgment [1][2] - The system is designed to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][4] Section Summaries General Provisions - The independent directors are responsible for maintaining the overall interests of the company and protecting the legal rights of minority shareholders [2][4] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [2][4] Qualifications and Appointment - Independent directors must possess independence and cannot hold certain positions or relationships that may compromise their impartiality [6][7] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's shares [5][6] Responsibilities and Duties - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They have special rights to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to equal access to information and must be informed of the company's operational status regularly [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors when hiring professional institutions [37][38] - Independent directors may receive appropriate allowances, which must be approved by the board and disclosed in the annual report [38][39]
腾亚精工: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-22 08:30
南京腾亚精工科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善南京腾亚精工科技股份有限公司(以下简称"公司") 治理结构,促进公司规范运作,明确独立董事的职责权限,保证独立董事依法行 使职权,根据《中华人民共和国公司法》(以下简称"《公司法》")、《上市 公司治理准则》《上市公司独立董事管理办法》(以下简称"《独董办法》")、 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 等法律、法规、规章、规范性文件以及《南京腾亚精工科技股份有限公司章程》 (以下简称"《公司章程》")的有关规定,结合公司实际情况,特制定本制度。 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。 独立董事应当独立履行职责,不受公司及其主要股东、实际控制人等单位或 个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 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、证券交易所业务规则和《公司章程》的规定,认真履行职责,在董事会 ...