独立董事制度
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亚通股份: 亚通股份独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-29 16:34
上海亚通股份有限公司 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。 独立董事工作制度 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、 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、上海 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。 第一章 总则 第一条 为进一步完善上海亚通股份有限公司(以下简称"公司")法人治 理结构,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》")、《中华人民共和国证券法》、《上市公司独立董事管理办 法》以及《上海证券交易所股票上市规则》(以下简称"《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、规 范性文件及《上海亚通股份有限公司章程》(以下简称"《公司章程》")等 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 ...
蒙娜丽莎: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:34
蒙娜丽莎集团股份有限公司 独立董事工作制度 蒙娜丽莎集团股份有限公司 独立董事工作制度 第一章 总则 第一条 为完善蒙娜丽莎集团股份有限公司(以下简称"公司")法人治理结构,规范 独立董事行为,充分发挥独立董事在公司规范运作中的作用,维护公司整体利益,保护公司 及全体股东特别是中小股东的合法权益,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"《管理办 法》")、《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、规范性文件以及《蒙娜丽莎集团股份有限公司 章程》(以下简称"公司章程")的有关规定,结合公司的实际情况,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。 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,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 ...
苏试试验: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:32
苏州苏试试验集团股份有限公司 独立董事工作制度 第一章 总 则 第一条 为进一步完善苏州苏试试验集团股份有限公司(以下简称"公司") 治理结构,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 中小股东及利益相关者的利益,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》")《中华人民共和国证券法》《上市公司独立 董事管理办法》等法律、法规、规范性文件和《苏州苏试试验集团股份有限公司 章程》(以下简称"《公司章程》")的规定,制定本工作制度。 第二条 独立董事应当独立公正地履行职责,不受公司主要股东、实际控制 人或其他与公司存在利害关系的单位或个人的影响。若发现所审议事项存在影响 其独立性的情况,应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,应及时通知公司,提出解决措施,必要时应当提出辞职。 第三条 独立董事对公司及全体股东负有诚信和勤勉义务。独立董事应当按 照相关法律、法规、规范性文件和《公司章程》的要求,认真履行职责,维护公 司整体利益,尤其要关注中小股东的合法权益不受损害。 第四条 公司董事会成员中应当至少包括三分之一以上的独立董事,独立董 事中至少包括一 ...
华星创业: 独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The document outlines the procedures and responsibilities of the independent directors of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd. to ensure effective governance and decision-making [1][2][3] Group 1: General Provisions - The independent directors' special meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [1] - Independent directors are required to act in the best interests of the company and all shareholders, maintaining objectivity and independence [1] Group 2: Responsibilities and Authority - Specific matters that require approval from the independent directors' special meeting include hiring external consultants, proposing temporary shareholder meetings, and disclosing related party transactions [2] - The independent directors' special meeting can be convened in various formats, including in-person, video, or telephonic meetings [2] Group 3: Meeting Procedures - Meetings must be convened with at least half of the independent directors present, and decisions require a majority vote [4][5] - Independent directors must express their opinions clearly during meetings, including any dissenting views, which should be documented [5] Group 4: Record Keeping and Confidentiality - Detailed meeting records must be maintained, including attendance, agenda, and voting results, and must be signed by attendees [5] - All independent directors have a confidentiality obligation regarding the information discussed in meetings [5] Group 5: Implementation and Amendments - The working rules take effect upon approval by the board of directors and will be amended as necessary [6] - Any matters not covered by these rules will be governed by relevant national laws and regulations [6]
华星创业: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The article outlines the governance structure and responsibilities of independent directors in Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, emphasizing the importance of protecting minority shareholders and ensuring independent decision-making [1][2][3] 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 [2] - Independent directors are required to maintain independence and must not have any significant relationships that could impair their judgment [3][4] - The board is mandated to establish committees such as the audit committee, nomination committee, and remuneration committee, with independent directors holding a majority in the audit and nomination committees [2][3] Group 2: 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 [6][16] - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [17][18] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors can serve a maximum of six consecutive years, and their appointment must be approved by the shareholders [13][14] - The company must fill any vacancies of independent directors within 60 days if their departure affects the required proportion of independent directors [5][6] - Independent directors must submit annual reports detailing their activities and engagement with shareholders [30][31] Group 4: Support and Resources - The company is required to provide necessary resources and support to independent directors to ensure they can effectively perform their duties [32][33] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [34][35] - The company must cover the costs incurred by independent directors when hiring professional services for their duties [36][37]
江航装备: 江航装备独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-28 16:27
Core Points - The article outlines the independent director system of Hefei Jianghang Aircraft Equipment Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [2][4][24] Group 1: 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][4] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [3][4] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][6] Group 2: Qualifications and Conditions - Candidates for independent directors must possess relevant qualifications, including professional knowledge in accounting and at least five years of relevant work experience [9][10] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [10][11] Group 3: Appointment and Dismissal - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, who are then elected by the shareholders' meeting [12][13] - Independent directors can resign before their term ends, and the company must complete the replacement within sixty days if their resignation affects the required number of independent directors [18][19] Group 4: Rights and Responsibilities - Independent directors have the right to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [9][14] - They are required to attend board meetings and can only delegate their voting rights under specific circumstances [23][24] Group 5: Performance and Reporting - Independent directors must submit an annual performance report detailing their attendance, participation in committees, and communication with shareholders [17][18] - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties effectively [16][22]
杭叉集团: 杭叉集团:独立董事工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-28 16:27
General Principles - The purpose of the independent director working rules is to improve the corporate governance structure of Hangcha Group Co., Ltd., strengthen the constraints and supervision mechanisms on major shareholders, actual controllers, non-independent directors, and management, and protect the rights and interests of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that may affect their independent judgment [1][2] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities according to laws, regulations, and the company's articles of association [2][11] - They are required to participate in decision-making, supervise conflicts of interest, provide professional advice, and protect the legitimate rights and interests of minority shareholders [2][11] - Independent directors can independently hire intermediaries for auditing, consulting, or verification of specific company matters [11][12] Qualifications and Independence - To serve as an independent director, candidates must meet specific qualifications, including independence, relevant knowledge of listed company operations, and at least five years of relevant work experience [4][6] - Individuals with certain relationships or interests with the company or its major shareholders are prohibited from serving as independent directors [5][6] Appointment and Termination - Independent directors are nominated by the board or shareholders holding more than 1% of the company's issued shares and elected by the shareholders' meeting [13][14] - The term of independent directors is the same as that of other directors, with a maximum consecutive term of six years [18][19] Supervision and Reporting - Independent directors must submit annual reports on their performance, including attendance at meetings and communication with minority shareholders [36][38] - They are responsible for monitoring financial reports, internal controls, and the independence of external auditors [57][58] Special Committees - The company can establish specialized committees within the board, such as audit, nomination, and remuneration committees, with independent directors holding a majority [2][11] - The audit committee is responsible for reviewing financial information and overseeing internal and external audit processes [32][33] Confidentiality and Ethics - Independent directors must maintain confidentiality regarding company information and avoid conflicts of interest [34][35] - They are required to disclose any potential conflicts and must not engage in transactions that could harm the company's interests [34][35]
三星新材: 独立董事工作制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-28 16:14
General Principles - The purpose of the independent director system is to improve the governance structure of Zhejiang Samsung New Materials Co., Ltd. and protect the interests of minority shareholders and stakeholders [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2] - The company must ensure that independent directors account for at least one-third of the board, including at least one accounting professional [2][3] Qualifications for Independent Directors - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and at least five years of experience in legal, accounting, or economic fields [5][6] - Independent directors can serve on the boards of a maximum of three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [6][7] Independence Criteria - Individuals with certain relationships or interests, such as family members of company employees or significant shareholders, are prohibited from serving as independent directors [4][5] - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5] 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 must be approved by the shareholders' meeting [11][12] - The election of independent directors must follow a cumulative voting system, ensuring transparency in the voting process for minority shareholders [11][12] Responsibilities and Voting Rights - 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 right to independently hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [22][23] Meeting Procedures - Independent directors must attend board meetings and can delegate their voting rights if unable to attend, ensuring their opinions are still represented [24][25] - Special meetings for independent directors must be held regularly, with proper notice and documentation maintained for at least ten years [30][31] Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [41][42] Implementation and Amendments - This independent director system will be implemented upon approval by the shareholders' meeting and may be amended in accordance with future regulations [43][44]
江山股份: 江山股份独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-28 16:13
南通江山农药化工股份有限公司 独立董事工作制度 (2025 年修订) 第一章 总 则 第一条 为进一步完善南通江山农药化工股份有限公司(以下简称"公司") 法人治理结构,促进公司的规范运作,充分发挥独立董事在公司治理中的作用, 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》等法律、法规、规范性文件以及《南通江山农药化工股份有限公司章程》 (以下简称《公司章程》)等规定,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间接利害关系,或者其他可能影响其进行独立 客观判断的关系的董事。 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、 上海证券交易所业务规则、《公司章程》和本制度的规定,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,维护上市公司整体利益,保护 中小股东合法权益。 第四条 公司聘任的独立董事原则上最多在包括公司 ...
东鹏饮料: 东鹏饮料(集团)股份有限公司独立董事工作制度(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-07-25 16:49
Core Points - The document outlines the working system for independent non-executive directors at Dongpeng Beverage (Group) Co., Ltd, aimed at enhancing corporate governance and protecting the interests of all shareholders, especially minority shareholders [2][3][4] Chapter 1: General Principles - The independent non-executive 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, ensuring the overall interests of the company and protecting the rights of minority shareholders [3] Chapter 2: Qualifications for Independent Non-Executive Directors - A minimum of three independent non-executive directors is required, with at least one being a qualified accountant or possessing relevant financial expertise [6][7] - Candidates must meet specific independence criteria and possess relevant experience in law, economics, or other necessary fields [5][6] Chapter 3: Nomination, Election, and Replacement - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent non-executive directors, who are then elected by the shareholders [13][14] - Independent non-executive directors can serve a maximum of six years, with a cooling-off period of 36 months before being eligible for re-nomination [7][16] Chapter 4: Responsibilities of Independent Non-Executive Directors - They are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [20][21] - Independent non-executive directors have the authority to hire external consultants for audits or investigations [21][22] Chapter 5: Working Conditions for Independent Non-Executive Directors - The company must provide necessary conditions and support for independent non-executive directors to fulfill their duties effectively [34][35] - They are entitled to appropriate remuneration, which must be approved by the board and disclosed in the annual report [39] Chapter 6: Supplementary Provisions - The document stipulates that any matters not covered will adhere to national laws, regulations, and the company's articles of association [40] - The system will take effect upon approval by the shareholders and after the company's H shares are listed [43]