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海油工程: 海油工程独立董事工作规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - The article outlines the rules and regulations governing the independent directors of CNOOC Engineering Co., Ltd, emphasizing their rights, obligations, and the importance of their independent judgment [1][2][3] Group 1: General Provisions - 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] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 2: Qualifications of Independent Directors - Candidates for independent directors must meet specific criteria, including having at least five years of relevant work experience and a good personal reputation without significant misconduct records [5][6] - Individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, are prohibited from serving as independent directors [4][6] Group 3: Appointment and Dismissal of Independent Directors - Independent directors are nominated by shareholders holding at least 1% of the company's issued shares and must be elected by the shareholders' meeting [7][8] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [7][8] 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 [9][10] - They have the authority to independently hire external consultants for audits or inquiries and can propose the convening of special meetings [9][10] Group 5: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [30][31] - Independent directors should receive equal access to information and resources as other board members to ensure informed decision-making [31][32] Group 6: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [28][29] - The company must disclose any significant issues raised by independent directors during board meetings [11][12]
*ST兰黄: 独立董事工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The article outlines the independent director system of Lanzhou Yellow River Enterprises Co., Ltd., emphasizing the importance of independent directors in enhancing corporate governance and protecting the interests of minority shareholders [1][2]. Summary by Sections General Principles - 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]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently [2]. Independence and Qualifications of Independent Directors - The company will appoint three independent directors, including at least one accounting professional [2]. - Candidates for independent directors must meet specific qualifications, such as having a CPA license or relevant advanced degrees and experience in accounting or finance [2][3]. Responsibilities and Duties of Independent Directors - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [12][19]. - They have special rights, including the ability to hire external consultants and propose meetings [26][29]. Nomination and Election of Independent Directors - The nomination process for independent directors must be transparent, with candidates required to declare their qualifications and independence [8][9]. - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding the candidates' qualifications [19]. Term and Replacement of Independent Directors - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [10]. - The company must complete the replacement of independent directors within sixty days if their departure affects the required composition of the board [11]. Support for Independent Directors - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties effectively [43][45]. - Independent directors should have equal access to information and be involved in significant decision-making processes [44][47]. Reporting and Accountability - Independent directors must submit annual reports detailing their activities and participation in board meetings [42][20]. - They are required to report any obstacles encountered while performing their duties to the relevant authorities [41][48].
美埃科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The document outlines the independent director working system of Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][25]. Group 1: Independent Director Qualifications - 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 [3][4]. - At least one-third of the board members must be independent directors, including at least one accounting professional [5][6]. - Independent directors are required to have relevant professional qualifications, such as being a registered accountant or having a senior title in accounting, auditing, or financial management [5][6]. Group 2: Independence and Duties - Independent directors must maintain independence and avoid conflicts of interest, including relationships with major shareholders or entities that have significant business dealings with the company [4][5]. - They are obligated to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions on board decisions [6][12]. - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's issued shares [7][8]. - Candidates must consent to their nomination and disclose their qualifications and independence [7][8]. - The election of independent directors must be conducted transparently, with all relevant materials submitted to the Shanghai Stock Exchange [7][8]. Group 4: Responsibilities and Reporting - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to keep detailed records of their activities and decisions, which must be preserved for at least ten years [17][19]. - Independent directors must ensure that their opinions on significant matters are clearly documented and disclosed [12][19]. Group 5: Support and Resources - The company is responsible for providing necessary support and resources to independent directors, including access to information and assistance from the board secretary [36][37]. - Independent directors are entitled to hire external consultants for audits or advice, with costs covered by the company [41][42]. - The company must ensure that independent directors have equal access to information as other board members [36][37].
佳都科技: 佳都科技独立董事工作制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Principles - The purpose of the independent director system is to promote the standardized operation of the company, protect the interests of all shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [1][2] Responsibilities and Duties - Independent directors must independently perform their duties without influence from the company or its major shareholders [2] - They are required to attend board meetings, understand the company's operations, and submit annual performance reports to the shareholders' meeting [2][3] - The company must have at least three independent directors, accounting for more than one-third of the board, with at least one possessing appropriate professional qualifications [2][3] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant bad credit records [3][4] - They must maintain independence and cannot be affiliated with the company or its major shareholders [5][6] 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 approved by the shareholders' meeting [7][8] - The election process must ensure that candidates do not have conflicts of interest [7][8] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [11][19] - Certain matters, such as related party transactions, must be approved by a majority of independent directors before being submitted to the board [19] Reporting and Accountability - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [12][15] - They must ensure confidentiality during the annual report preparation process and can independently hire external auditors if necessary [14][28] Company Support and Compensation - The company must provide independent directors with the necessary resources and support to fulfill their duties, including timely access to information [31][32] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17][18]
三人行: 三人行:独立董事工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the independent director system of Sanrenxing Media 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 other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][3] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure independent directors fulfill their duties [1] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders [1][3] Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including relevant work experience and independence from the company and its major shareholders [2][3] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9][10] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [13][14] Powers and Responsibilities - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants and propose meetings to address significant issues [18][19] Support for Independent Directors - The company must provide necessary resources and support for independent directors to perform their duties effectively [26][27] - Independent directors are entitled to equal access to information and must be informed of company operations regularly [27][28] Reporting and Communication - Independent directors are required to submit annual reports on their performance and maintain communication with minority shareholders [25][26] - The company must ensure timely disclosure of relevant information and support independent directors in their oversight roles [29][30]
亨迪药业: 6-独立董事制度
Zheng Quan Zhi Xing· 2025-09-02 09:11
独立董事制度 二Ο二五年九月 湖北亨迪药业股份有限公司 独立董事制度 湖北亨迪药业股份有限公司 独立董事制度 (2025 年 9 月) 第一章 总则 第一条 为进一步完善湖北亨迪药业股份有限公司(以下简称"公司")治 理结构,促进公司规范运作,规范独立董事行为,充分发挥独立董事在公司治理 中的作用,保护公司股东尤其是中小投资者的相关利益,根据《公司法》、 《上市 公司独立董事管理办法》等有关法律、法规、规范性文件和《公司章程》的有关 规定,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,并与公司及公司 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。 第六条 独立董事必须具有独立性,下列人员不得担任独立董事: (一)在公司或者其附属企业任职的人员及其配偶、父母、子女、主要社会 关系; (二)直接或者间接持有公司已发行股份百分之一以上或者是公司前十名 股东中的自然人股东及其配偶、父母、子女; 独立董事应当独立履行职责,不受公司及公司主要股东、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,应当按照法律、 ...
德明利: 独立董事工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:27
Core Viewpoint - The document outlines the independent director working system of Shenzhen Demingli Technology Co., Ltd., aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1]. Group 1: General Provisions - The independent directors are defined as those who do not hold any other positions in the company and have no relationships that could impair their independent judgment [2]. - The company’s board of directors will consist of three independent directors, including at least one accounting professional [2]. - Independent directors are required to fulfill their duties diligently and loyally to the company and all shareholders [2]. Group 2: Responsibilities and Duties - Independent directors must attend board meetings and specialized committee meetings, actively understand the company's operations, and gather necessary information for decision-making [2][3]. - They are responsible for supervising potential conflicts of interest between the company and its major shareholders, ensuring decisions align with the overall interests of the company [14]. - Independent directors must provide professional and objective advice to enhance the decision-making quality of the board [24]. Group 3: Appointment and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge, and experience in legal, economic, management, accounting, or finance [4][5]. - Candidates for independent directors must not have any relationships that could compromise their independence, such as being employed by the company or holding significant shares [5][6]. - The company must ensure that independent directors maintain their independence throughout their tenure and report any situations that may affect their independence [11][12]. Group 4: Special Powers and Rights - Independent directors have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [26]. - They can propose the convening of temporary shareholder meetings and request board meetings [26]. - Independent directors must report any significant issues that may harm the company or minority shareholders to the board [29]. Group 5: Work Conditions and Support - The company is required to provide necessary working conditions and support for independent directors to effectively perform their duties [33]. - Independent directors should receive equal access to information as other board members and can communicate with the board secretary regarding meeting materials [34]. - The company must cover the costs incurred by independent directors when hiring intermediaries for their duties [38].
甬金股份: 独立董事工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The document outlines the working rules for independent directors of Yongjin Technology Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][2]. General Provisions - 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 [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2][3]. Independence Requirements - Independent directors should not be influenced by the company or its major shareholders and must maintain independence [4]. - The company must ensure that independent directors make up at least one-third of the board, including at least one accounting professional [4][5]. Nomination and Election - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and the election must be approved by the shareholders' meeting [11][12]. - The nomination process requires the consent of the nominee and a thorough review of their qualifications [12][13]. Responsibilities 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 [17][18]. - They have the authority to hire external consultants for audits or consultations on specific matters [18][19]. Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings annually [26][27]. - They are required to disclose any dissenting opinions during board meetings and ensure transparency in decision-making processes [9][10]. Work Conditions - The company must provide independent directors with equal access to information and support their duties through regular updates and resources [31][32]. - Independent directors are entitled to a reasonable allowance for their responsibilities, which must be disclosed in the annual report [36][16].
和林微纳: 独立董事工作制度(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:08
苏州和林微纳科技股份有限公司 第一章 总 则 第一条 为进一步完善苏州和林微纳科技股份有限公司(以下简称"公司" 或"本公司")的法人治理机构,改善董事会结构,强化对内部董事及经理层的 约束和监督机制,保护中小股东及债权人的利益,促进公司的规范运作,根据《中 华人民共和国公司法》 (以下简称"《公司法》")、 《上市公司独立董事管理办法》 (以下简称"《独董办法》")、 《上海证券交易所科创板上市公司自律监管指引第1 号——规范运作》《香港联合交易所有限公司证券上市规则》(以下简称"《香港 上市规则》")等法律、法规、规范性文件及《苏州和林微纳科技股份有限公司章 程》(以下简称"《公司章程》")等有关规定,并结合公司实际,特制定本制 度。 第二条 独立董事(亦称独立非执行董事)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。 本制度中"独立董事"的含义与《香港上市规则》中"独立非执行董事"的 含义一致,独立董事及其直系家属必须拥有符合《香港上市规则》第3.13条要求 的独立性。 第三条 独立董事对公司及 ...
诺思兰德: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
证券代码:430047 证券简称:诺思兰德 公告编号:2025-066 北京诺思兰德生物技术股份有限公司独立董事工作制度 本公司及董事会全体成员保证公告内容的真实、准确和完整,没有虚假记载、 误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、 审议及表决情况 北京诺思兰德生物技术股份有限公司(以下简称"公司")于 2025 年 9 月 1 日召开第六届董事会第二十二次会议,审议通过了《关于制定及修订公司部分内 部管理制度的议案(尚需股东会审议)》之子议案 2.07: 《修订〈独立董事工作制 度〉》,表决结果:同意 9 票,反对 0 票,弃权 0 票。 本议案尚需提交股东会审议。 二、 分章节列示制度主要内容: 北京诺思兰德生物技术股份有限公司 第一章 总则 第一条 为进一步完善北京诺思兰德生物技术股份有限公司(以下简称"公 司")治理结构,充分发挥公司独立董事作用,促进公司规范运作,根据《中华 人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以下 简称"《证券法》")、《北京证券交易所上市公司持续监管办法(试行)》《上市公 司独立董事管理办法》、 ...