上市公司独立董事制度
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福瑞达: 鲁商福瑞达医药股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Core Viewpoint - The document outlines the regulations and responsibilities of independent directors at Lushang Furida Pharmaceutical Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [2][3][4]. 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 [3][4]. - 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 [3][4][10]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][5]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [5][6]. - Individuals with significant relationships or interests in the company or its major shareholders are prohibited from serving as independent directors [5][6][7]. Group 3: Nomination and Election Process - Shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be approved by the shareholders' meeting [8][9]. - The company must disclose the qualifications and independence of the nominated candidates to the stock exchange [8][9]. Group 4: Duties and Rights - Independent directors have the right to independently hire external advisors for audits or consultations and can propose meetings to discuss significant issues [10][11]. - They must attend board meetings and provide clear opinions on agenda items, including dissenting opinions when necessary [10][12]. Group 5: Communication and Reporting - Independent directors should maintain communication with minority shareholders and report any issues that may affect their independence [12][13]. - They are required to submit annual reports to the shareholders' meeting, detailing their activities and any concerns [16][19]. Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [33][34]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39][40].
中南文化: 独立董事专门会议工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 09:14
Core Points - The document outlines the working system for independent director special meetings at Zhongnan Hong Culture Group Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][6] - 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 is required to hold independent director special meetings regularly or as needed, with all independent directors participating [2][3] Summary by Sections Meeting Notification and Conduct - The company must notify all independent directors of the special meeting at least three days in advance, providing relevant materials and information [2] - In urgent situations, meetings can be called with immediate notification, provided all independent directors agree [2] - Meetings can be conducted through various means, including in-person, video, or phone [2][3] Meeting Procedures - A quorum of two-thirds of independent directors is required for the meeting to proceed, and directors must attend in person or delegate their vote if unable to attend [3] - Voting is conducted on a one-vote-per-person basis, with various methods of voting allowed [3] Matters Requiring Prior Review - Certain matters must be reviewed by the independent directors before being submitted to the board, including related party transactions and changes to commitments [4] - Independent directors have special powers that require prior meeting approval, such as hiring external consultants and calling for shareholder meetings [4][5] Documentation and Reporting - Meeting records must be kept for at least ten years, detailing the meeting's date, attendees, discussed matters, and voting results [5] - Independent directors must submit an annual report to the shareholders' meeting, including their activities and the outcomes of special meetings [5] Support and Confidentiality - The company is responsible for providing support for the meetings and ensuring that independent directors have access to necessary materials [5][6] - All participating independent directors are bound by confidentiality obligations regarding meeting information [5]
德龙汇能: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:35
General Principles - The company aims to enhance its governance structure and ensure independent directors fulfill their responsibilities according to relevant laws and regulations [1][2] - 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 [1][2] Responsibilities of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must act in the best interest of the company and protect the rights of minority shareholders [2][10] - They must participate in decision-making, provide supervision, and offer professional advice to improve the board's decision-making quality [2][10] Composition and Qualifications - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][4] - Candidates for independent directors must meet specific qualifications, including independence, relevant experience, and good personal character [6][8] Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's issued shares, and the election is decided by the shareholders' meeting [11][12] - The nomination process requires the consent of the candidates and a thorough review of their qualifications by the nomination committee [12][13] Duties and Rights - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholders' meetings [18][19] - They must provide clear and independent opinions on significant matters, including potential conflicts of interest and their impact on the company and minority shareholders [10][11] Meeting and Reporting Requirements - Independent directors are required to attend board meetings and must submit a report on their activities, including attendance and participation in committees [12][13] - They must maintain detailed records of their work and ensure that their opinions are documented in meeting minutes [14][15] Communication and Support - The company must provide necessary resources and support for independent directors to perform their duties effectively, including timely access to information [16][17] - Independent directors should have a mechanism for communication with minority shareholders to address their concerns [18][19]
安琪酵母: 安琪酵母股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the independent director system of Angel Yeast Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their roles effectively [1][2][3] Group 1: General Provisions - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in accordance with relevant laws and the company's articles of association [1][2] Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - At least one-third of the board members must be independent directors, including at least one accounting professional with relevant qualifications [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 4: Nomination and Election - The board or shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be elected by the shareholders' meeting [4][5] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [5][6] Group 5: 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 [7][8] - They have special powers, including the ability to hire external consultants and propose meetings [8][9] Group 6: Reporting and Communication - Independent directors must attend board meetings and provide clear opinions on agenda items, including dissenting opinions when necessary [10][11] - They are required to submit annual reports detailing their activities and interactions with shareholders [12][13] Group 7: Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [21][22] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [23]
翠微股份: 翠微股份独立董事工作制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-12 16:23
Core Points - The document outlines the Independent Director Work System of Beijing Cuiwei Building Co., Ltd., emphasizing the importance of independent directors in corporate governance and shareholder rights protection [1][2][4] Group 1: General Principles - The purpose of the system is to ensure the company's standardized operation and protect the rights of all shareholders [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][2] Group 2: Qualifications of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [5][6] - They must have relevant experience, knowledge of corporate operations, and a clean personal record [6][7] Group 3: Nomination and Election of Independent Directors - Independent directors can be nominated by shareholders holding at least 1% of the company's issued shares [8][9] - The election process must ensure that nominees meet independence criteria and disclose their qualifications [9][10] Group 4: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [15][16] - They have special rights, including hiring external consultants and proposing meetings [16][17] Group 5: Performance and Reporting - Independent directors must submit an annual performance report detailing their activities and interactions with shareholders [29][30] - They are required to attend a minimum of 15 days of on-site work each year [26][27] Group 6: Support and Resources - The company must provide necessary working conditions and support for independent directors to fulfill their duties [31][32] - Independent directors should have equal access to information and resources as other board members [32][33]
光华科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-12 16:23
Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Guanghua Technology Co., Ltd., emphasizing the importance of their independence and the legal framework guiding their roles [1][2][4]. Group 1: Independent Director's Role and Responsibilities - Independent directors must fulfill their duties with loyalty and diligence, participating in decision-making, supervision, and providing professional advice to protect the interests of all shareholders, especially minority shareholders [2][3]. - The company will appoint three independent directors, including at least one accounting professional, and establish an audit committee with a majority of independent directors [2][4]. - Independent directors are required to undergo training organized by the China Securities Regulatory Commission (CSRC) to enhance their capabilities [3][4]. Group 2: Qualifications and Independence Criteria - Independent directors must meet specific legal and regulatory qualifications, including having no significant relationships with the company or its major shareholders that could affect their judgment [4][5]. - Candidates for independent directors must possess relevant experience, including at least five years in legal, accounting, or economic fields, and must not have any significant credit issues [5][6]. - The document specifies that individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, cannot serve as independent directors [6][11]. Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, who will be elected by the shareholders [8][9]. - Candidates must provide a declaration of their qualifications and independence before being nominated [9][10]. - The election of independent directors will follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [10][19]. Group 4: Duties and Special Powers - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing objective recommendations to enhance board decision-making [12][13]. - They have the authority to hire external consultants for audits or advice, propose meetings, and publicly solicit shareholder opinions [19][20]. - Independent directors must report any significant issues that hinder their ability to perform their duties to the relevant authorities [18][19]. Group 5: Communication and Reporting - The company is required to facilitate communication between independent directors and shareholders, ensuring that independent directors have access to necessary information [20][21]. - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [17][18]. - The company must disclose any independent director's dissenting opinions during board meetings, ensuring transparency [15][16].
长城汽车: 长城汽车股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The article outlines the independent director system of Great Wall Motor Co., Ltd., aimed at enhancing corporate governance and protecting the interests of minority shareholders and creditors [1][17]. Summary by Sections General Principles - The system is established to improve the corporate governance structure and enhance the role of independent directors in decision-making and supervision [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2]. Qualifications and Appointment - A minimum of three independent directors is required, constituting at least one-third of the board, including at least one accounting professional [3]. - Independent directors must have relevant experience and a clean personal record, with no significant credit issues [5]. 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 [7]. - They have special rights, including hiring external consultants and proposing meetings to address significant issues [8]. Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [12]. - They are required to maintain independence and report any conflicts or issues to the board [9]. Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [13]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34].
太龙药业: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-30 16:37
Core Points - The article outlines the governance structure and responsibilities of independent directors at Henan Tailong Pharmaceutical Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate governance compliance [1][2][3] Group 1: Independent Director Definition and Role - 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] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making and providing professional advice [1][2][3] Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant relationships that could compromise their independence [3][4][5] - The company must ensure that independent directors constitute at least one-third of the board, with a majority on the audit committee [2][3] Group 3: Appointment and Termination - Independent directors are nominated by shareholders and must be elected at the shareholders' meeting, with a maximum term of six years [6][7] - The company must disclose reasons for any early termination of an independent director's position [7][8] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [18][19] - They have the authority to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [19][20] Group 5: Communication and Reporting - Independent directors must maintain open communication with minority shareholders and report on their activities and decisions at the annual shareholders' meeting [15][16] - They are required to submit an annual report detailing their attendance, participation in committees, and interactions with management and shareholders [16][17] Group 6: Support and Compensation - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties effectively [35][36] - 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]
国药现代: 独立董事制度
Zheng Quan Zhi Xing· 2025-06-26 16:47
Core Points - The document outlines the governance structure and responsibilities of independent directors at Shanghai Modern Pharmaceutical Co., Ltd, aiming to protect minority shareholders' rights and ensure the company's proper operation [2][3][19] 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 [2][3] - 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][4] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must have basic knowledge of listed company operations and at least five years of relevant work experience in law, economics, finance, or management [3][5] - Specific disqualifications for independent directors include holding significant shares in the company or being related to major shareholders, among other criteria [3][4][6] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and the election must be conducted at a shareholders' meeting [5][6][7] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [5][6] 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 [21][22] - They have the authority to independently hire external advisors, propose meetings, and publicly solicit shareholder opinions [22][23] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [34][35] - They are required to maintain communication with the company and ensure transparency in their activities and findings [12][13][14] Group 6: Compensation and Insurance - The company is required to provide appropriate compensation to independent directors, which must be disclosed in the annual report [50] - A liability insurance system may be established to protect independent directors from risks associated with their duties, excluding liabilities arising from legal violations [51]
威海广泰: 独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-06-10 04:17
第三条 独立董事应当认真学习中国证监会、深圳证券交易所等关于年度报 告的编制和披露要求,积极参加其组织的培训。 第四条 在会计年度结束后,独立董事应当及时听取公司管理层和财务负责 人关于公司本年度生产经营、规范运作及财务方面的情况和投、融资活动等重大 事项进展情况的汇报,并尽量亲自参与重要项目的实地考察。汇报内容包括但不 限于以下内容: 上述事项应当形成书面记录,并经当事人签字确认。 威海广泰空港设备股份有限公司 第一条 为充分发挥威海广泰空港设备股份有限公司(以下简称"公司")独立 董事在上市公司治理中的作用,健全年报编制、披露工作中汇报和沟通机制,根 据《公司法》《证券法》、《上市公司独立董事履职指引》、《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、规范性文件和《公司章程》的相关规定,结合公司 实际情况,制定本制度。 第二条 独立董事应当会同董事会审计委员会,在公司年报编制和披露过程 中切实履行独立董事的职责,勤勉尽责地开展工作。 第十四条 本制度未尽事宜,按照中国的有关法律、行政法规、规范性文件 及《公司章程》的规定执行。 第十五 ...