独立董事制度

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德联集团: 独立董事工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 11:32
Core Points - The document outlines the working rules for independent directors of Guangdong Delian Group Co., Ltd, aiming to protect the rights of minority shareholders and creditors, improve corporate governance, and ensure compliance with relevant regulations [1][2][3] 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, participating in decision-making, supervision, and providing professional advice [1][2] Independence and Qualifications - Independent directors should be independent and impartial, with a maximum of three concurrent positions in domestic listed companies [2][3] - The board must have at least one-third independent directors, including at least one accounting professional [2][3] - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and a clean personal record [2][3] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [5][6] - The nomination process requires consent from the candidates and thorough background checks by the nomination committee [5][6] Responsibilities and Powers - Independent directors have special powers, including hiring external consultants and proposing extraordinary shareholder meetings [16][17] - They must attend board meetings and can only delegate their voting rights under specific conditions [12][13] Reporting and Communication - Independent directors must submit annual reports detailing their activities and interactions with minority shareholders [11][12] - They are required to maintain open communication with the board and management, ensuring they receive timely and adequate information [17][18] Compliance and Ethics - Independent directors must adhere to strict ethical standards, avoiding conflicts of interest and ensuring transparency in their actions [29][30] - They are responsible for reporting any violations of laws or regulations to the board [11][30] Implementation and Effectiveness - The rules are effective upon approval by the board and are subject to interpretation by the board [40][42]
盘江股份: 盘江股份独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-21 10:28
贵州盘江精煤股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善贵州盘江精煤股份有限公司(以下简称"公司" 或"本公司")法人治理结构,促进公司独立董事履职尽责和公司规范运作, 维护公司整体利益,保障全体股东特别是中小股东的合法权益不受损害, 根据《公司法》 《上市公司治理准则》 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 应当按照相关法律法规、 《上市公司独立董事管理办法》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,保护中小股东合法权益。 第四条 公司设独立董事,人数不少于公司董事会成员总数的 1/3,其 中至少包括 1 名会计专业人士。公司董事会下设薪酬与考核、审计、提名、 战略与投资、合规与风险管理等专门委员会,独立董事应当在审计委员会、 提名委员会、薪酬与考核委员会成员 ...
昇兴股份: 独立董事制度
Zheng Quan Zhi Xing· 2025-07-21 10:28
昇兴集团股份有限公司独立董事制度 第一章 总则 第一条 为了促进昇兴集团股份有限公司(以下简称"公司"或"本公司") 规范运作,规范独立董事行为,充分发挥公司独立董事在公司治理中的作用,维 护公司整体利益,保障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》")、 《中华人民共和国证券法》 (以下简称"《证 券法》")、中国证券监督管理委员会(以下简称"中国证监会")发布的《上市公 司独立董事管理办法》(以下简称"《管理办法》")、深圳证券交易所发布的《深 圳证券交易所股票上市规则》 (以下简称"《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》 (以下简称"《主板上市公 司规范运作》")等有关法律、法规、规章、规范性文件和公司章程的有关规定, 结合公司实际情况,制定本制度。 第二条 独立董事是指不在本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,应当按照相关法 律、行政法规、中国证 ...
纽威数控: 纽威数控独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-21 09:16
Core Points - The independent director system aims to enhance the governance structure of Nuwei CNC Equipment (Suzhou) Co., Ltd, ensuring scientific decision-making and protecting the rights of all shareholders, especially minority shareholders [1][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 [1][2] - The board must include at least one-third independent directors, with at least one being a professional accountant [2][3] Group 1: Independent Director Responsibilities - Independent directors are required to participate in board decisions and provide clear opinions on matters discussed [16][17] - They have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [17] - Independent directors must report any violations of laws or regulations to the board and can escalate issues to regulatory bodies if necessary [30][31] Group 2: Independence and Qualifications - Independent directors must meet specific independence criteria, including not having significant business relationships with the company or its major shareholders [8][9] - Candidates for independent director positions must possess relevant experience and qualifications, including at least five years in legal, accounting, or economic roles [6][7] - Independent directors must maintain their independence and report any situations that may affect their impartiality [2][3] Group 3: Appointment and Termination - The nomination and election of independent directors must follow a transparent process, including obtaining consent from nominees and disclosing their qualifications [5][6] - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [13][14] - The company must promptly disclose reasons for the termination of independent directors if applicable [14][15] Group 4: Communication and Reporting - Independent directors are required to communicate regularly with minority shareholders and provide annual reports on their activities and performance [28][31] - They must ensure that they have access to all necessary information to perform their duties effectively [16][17] - Independent directors should maintain detailed records of their activities and decisions, which must be preserved for at least ten years [12][13]
常山北明: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-18 16:26
Core Points - The company aims to enhance its governance structure and ensure the effective functioning of independent directors in accordance with relevant laws and regulations [1][19] - 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 maintain a minimum of one-third of the board members as independent directors, including at least one accounting professional [2][3] Group 1: Independent Director Qualifications and Responsibilities - Independent directors must meet specific independence criteria and cannot have certain relationships with the company or its major shareholders [6][3] - The company is required to establish an audit committee composed of independent directors, with a majority being accounting professionals [2][12] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [16][17] Group 2: Appointment and Termination of Independent Directors - Independent directors can be nominated by shareholders holding more than 1% of the company's shares, and their nominations must be free from conflicts of interest [4][5] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [6][13] - The company must promptly fill any vacancies among independent directors to maintain the required number [6][7] Group 3: Independent Director Meetings and Communication - The company is obligated to hold meetings exclusively for independent directors to discuss relevant matters [23][24] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [34][35] Group 4: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities and participation in board meetings [31][32] - The company must maintain records of independent directors' activities and ensure transparency in their decision-making processes [29][14] - Independent directors have the right to report any violations of laws or regulations to regulatory authorities if the company fails to address issues [18][10]
朗科科技: 独立董事制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:26
Core Points - The article outlines the independent director system of Shenzhen Longke Technology Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - An 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, focusing on protecting the legal rights of minority shareholders [2][3] - The company must ensure that independent directors occupy at least one-third of the board seats, including at least one accounting professional [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, and relevant experience in law, accounting, or economics [3][4][5] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [4][5] Group 3: Independence and Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board for evaluation [5][6] - The board must evaluate the independence of incumbent independent directors annually and disclose the findings alongside the annual report [5][6] Group 4: Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose the convening of temporary shareholder meetings [9][10] - They are responsible for participating in board decisions and providing independent opinions on potential conflicts of interest [9][10] Group 5: Reporting and Communication - Independent directors must report any significant issues to the Shenzhen Stock Exchange and can request the company to disclose relevant information [15][16] - They are required to submit annual reports detailing their activities and interactions with minority shareholders [16][17] Group 6: Company Support and Conditions - The company must provide necessary conditions for independent directors to perform their duties effectively, including access to information and resources [33][34] - Independent directors should receive equal rights to information as other board members and be supported in their investigations and inquiries [34][35] Group 7: Compensation and Insurance - The company is responsible for compensating independent directors appropriately and may establish a liability insurance system to mitigate risks associated with their duties [40][41]
安 纳 达: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:22
安徽安纳达钛业股份有限公司独立董事工作制度 《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》和《公司章程》的规定,特制定本制度。 第一章 总 则 第一条 为进一步完善安徽安纳达钛业股份有限公司(以下简称"公司") 治理结构,促进公司规范运作,切实发挥独立董事在公司治理中应有的作用,保 障广大投资者的利益,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》 安徽安纳达钛业股份有限公司 独立董事工作制度 (2025 年 7 月) 第二条 独立董事是指不在上市公司担任除董事外的其他职务,并与其所受 聘的上市公司及其主要股东、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。 《上市公司独立董事管理办法》 (以下简称《独董办法》)、 独立董事应当独立履行职责,不受上市公司及其主要股东、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,应当按照相关法 律、行政法规、中国证监会规定、深圳证券交易所业务规则和《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 ...
仙乐健康: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:19
Core Viewpoint - The independent director system of Xianle Health Technology Co., Ltd. aims to enhance corporate governance, ensure the independence of directors, and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - The company establishes this system to improve its governance structure and ensure independent directors fulfill their responsibilities [1]. - Independent directors must constitute at least one-third of the board, with at least one being a professional accountant [1][2]. - Independent directors are prohibited from holding other positions within the company and must not have any direct or indirect interests that could affect their independent judgment [2][3]. Group 2: Qualifications and Appointment - Independent directors must possess independence and cannot be influenced by major shareholders or related parties [2][4]. - Specific individuals are disqualified from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [2][4][5]. - The board and shareholders holding over 1% of shares can propose independent director candidates, who must be approved by the shareholders' meeting [5][6]. Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [9][10]. - They have special rights, including the ability to hire external consultants and propose meetings [9][10]. - Independent directors must attend board meetings and provide written opinions if unable to attend [10][11]. Group 4: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with shareholders [15][16]. - They must report any situations that may affect their independence and can resign if necessary [16][17]. - The company must ensure independent directors have sufficient time and resources to fulfill their duties effectively [17][18]. Group 5: Support and Communication - The company is obligated to provide necessary support and information to independent directors to facilitate their work [17][18]. - Independent directors should have direct communication channels with shareholders and be able to report issues to regulatory bodies if necessary [19][20].
星环科技: 独立董事工作制度(H股适用)
Zheng Quan Zhi Xing· 2025-07-17 16:15
General Principles - The independent director system is established to improve the governance structure of the company, promote standardized operations, and protect the interests of the company and its shareholders [3] - 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] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act independently and impartially [3][4] Qualifications of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character without significant credit issues [9] - At least three independent directors must be on the board, with independent directors making up no less than one-third of the board [6][9] - Independent directors must continuously enhance their knowledge of securities laws and regulations [8] Nomination and Election of Independent Directors - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors [11] - Candidates must be independent and not have any relationships that could affect their independent performance [11][12] - Independent directors serve a term equal to that of other directors, with a maximum continuous term of six years [13] Rights and Duties of Independent Directors - Independent directors have the right to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They can independently hire intermediaries for audits or consultations and propose meetings to discuss significant issues [18][19] - Independent directors must report any situations that hinder their ability to perform their duties to regulatory authorities [21] Communication and Reporting - Independent directors must maintain communication with minority shareholders and report on their activities and findings [15][22] - They are required to submit annual reports detailing their attendance at meetings and their contributions [22][23] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [12][20] Special Provisions - The independent director system will take effect upon the company's first public offering of H shares on the Hong Kong Stock Exchange [36] - Any amendments to this system must be proposed by the board and approved by the shareholders [38][39]
欧科亿: 独立董事工作制度(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The document outlines the independent director system of Zhuzhou Oke Yi Numerical Control Precision Tool Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4] 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 [3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in decision-making, supervision, and professional consultation [3][4] - The company will appoint two independent directors, including at least one accounting professional, to ensure adequate expertise [4][5] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including independence, relevant work experience, and good personal character [8][9] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [6][9] - The nomination and election of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares [11][12] Group 3: Duties 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 [20][21] - They can independently hire intermediaries for audits or consultations and propose the convening of shareholder meetings [21][22] - Independent directors must report their activities and findings to the board and disclose their opinions on significant matters [27][29] Group 4: Support and Resources - The company is required to provide necessary working conditions and support for independent directors to fulfill their duties effectively [31][32] - Independent directors should have equal access to information as other board members and receive timely updates on company operations [32][33] - The company must cover the costs incurred by independent directors when hiring professional services [35]