独立董事制度

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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]
恒烁股份: 独立董事制度
Zheng Quan Zhi Xing· 2025-07-25 16:25
Core Points - The document outlines the regulations and responsibilities of independent directors at Hengshuo Semiconductor (Hefei) Co., Ltd, emphasizing their role in protecting the interests of all shareholders, especially minority shareholders [1][2][3] 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 [1][2] - Candidates for independent directors must possess relevant qualifications, including a minimum of five years of experience in law, accounting, or economics [2][3] - Independent directors should not have any significant negative records, such as recent legal penalties or investigations related to securities [3] Group 2: Independence and Responsibilities - Independent directors must maintain independence and cannot have close relationships with major shareholders or the company's management [4][5] - They are required to participate in board decisions, provide objective advice, and supervise potential conflicts of interest [16][17] - Independent directors have the authority to hire external consultants for audits or advice and can propose meetings to address significant issues [16][17] Group 3: Appointment and Termination - The company must have at least three independent directors, making up no less than one-third of the board [2][5] - Independent directors serve terms aligned with other board members, with a maximum consecutive term of six years [12][13] - The company must promptly disclose reasons for any termination of independent directors [14][15] Group 4: Communication and Reporting - Independent directors are required to communicate regularly with minority shareholders and report on their activities and findings [31][32] - They must submit annual reports detailing their attendance at meetings and their engagement with the company's operations [32][33] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [34][35]
海欣股份: 上海海欣集团股份有限公司独立董事工作细则
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The document outlines the working rules for independent directors of Shanghai Haixin Group Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [2][3][4] Group 1: General Provisions - The purpose of the rules is to improve the corporate governance structure and standardize the behavior of independent directors [2] - 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 act in the overall interest of the company [2][3] Group 2: Independence and Qualifications - The company must appoint an appropriate number of independent directors, with at least one being a professional accountant, and independent directors must constitute no less than one-third of the board [3][4] - Specific individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [5][6] Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - Cumulative voting is required when electing multiple independent directors, with separate counting for minority shareholders [8][11] Group 4: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [20][21] - Independent directors have the right to hire external advisors for auditing or consulting on specific matters [18][19] Group 5: Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [34][35] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [36][37] - Independent directors must maintain detailed records of their activities and communications related to their responsibilities [16][18]
新点软件: 新点软件独立董事工作制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The document outlines the independent director system of Guotai Xindian Software Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4][5] Summary by Sections General Principles - The independent director system is established to improve corporate governance and protect minority shareholders' rights [1] - Independent directors are defined as those who do not hold other positions in the company and have no significant relationships that could affect their judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting minority shareholders' rights [2][10] - They are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice [10][20] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant conflicts of interest [7][10] - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] 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 [12][13] - The nomination process requires thorough vetting of candidates' qualifications and independence [13][14] Term and Dismissal - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [17][19] - The company must promptly disclose reasons for any early termination of an independent director's position [19] Special Rights and Meetings - Independent directors have the right to independently hire external consultants and propose meetings to address significant issues [21][22] - Regular meetings of independent directors are mandated to ensure effective communication and decision-making [34][35] Support and Resources - The company is required to provide necessary resources and support for independent directors to fulfill their duties effectively [43][44] - Independent directors should have equal access to information as other board members to ensure informed decision-making [44][46] Reporting and Accountability - Independent directors must submit annual reports detailing their activities and any issues encountered during their tenure [32][33] - They are obligated to report any significant obstacles to their duties to regulatory authorities if necessary [15][20]
日发精机: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The document outlines the independent director system of Zhejiang Rifa Precision Machinery Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [2][3][4] 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][3] - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they are required to perform their roles in accordance with relevant laws and regulations [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including relevant work experience and independence from major shareholders and their relatives [5][6] - The board must include at least one-third independent directors, and they can serve as independent directors in a maximum of three listed companies [3][6] Group 3: Responsibilities and Powers - Independent directors are required to attend board meetings, understand the company's operations, and actively investigate necessary information for decision-making [7][8] - They have special powers, including the ability to report to the stock exchange if they identify issues affecting the company's operations [8][9] Group 4: Support and Compensation - The company must provide necessary working conditions for independent directors and ensure they have equal access to information as other board members [9][10] - Independent directors are entitled to appropriate compensation, which must be disclosed in the company's annual report [10][11] Group 5: Meeting Procedures - The company must hold at least one independent director meeting annually, and these meetings can be convened by a majority of independent directors [10][11] - Decisions made in these meetings require a majority agreement from the independent directors present [12][13]
赛伦生物: 赛伦生物:独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Points - The document outlines the independent director system of Shanghai Sailun Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties with integrity and diligence [2][3][4] Group 1: Independent Director Qualifications - Independent directors should not hold any other positions within the company and must not have any relationships that could compromise their independence [2][3] - The company will have three independent directors, including at least one accounting professional with relevant qualifications [4][5] - Candidates for independent directors must meet specific criteria, including legal qualifications, independence, and relevant work experience [8][9] Group 2: 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 [19][20] - They have special powers, including the ability to hire external consultants, call for shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors are nominated by the board or shareholders and must be approved by the shareholders' meeting [11][12] - Their term aligns with that of other directors, with a maximum consecutive term of six years [17][18] - The company must promptly disclose reasons for any termination of independent directors [17][18] Group 4: Reporting and Compliance - Independent directors must report any issues that hinder their ability to perform their duties to the relevant authorities [26][27] - They are required to conduct annual self-assessments of their independence and submit reports to the board [29][30] - The company must provide necessary resources and support to independent directors to ensure they can fulfill their responsibilities effectively [34][35]