独立董事制度
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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
Core Points - The document outlines the independent director working system of Anhui Anada Titanium Industry Co., Ltd, aiming to enhance corporate governance and protect the interests of investors [1][2]. Summary by Sections General Principles - The 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]. - Independent directors are obligated to act in good faith and diligence, focusing on the overall interests of the company and protecting the rights of minority shareholders [2][3]. Qualifications and Appointment - Candidates for independent directors must meet specific qualifications, including legal, economic, accounting, and management experience, and must not have any significant credit issues [5][6]. - Individuals with certain relationships or shareholdings in the company are prohibited from serving as independent directors [3][4]. 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 [17][18]. - They have the authority to hire external consultants for audits or investigations and can propose meetings to address significant issues [18][19]. Communication and Reporting - Independent directors must maintain open communication with minority shareholders and submit annual reports detailing their activities and interactions with the company [17][24]. - They are required to report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [25][26]. Support and Resources - The company is responsible for providing necessary resources and support for independent directors to fulfill their duties effectively [36][37]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may cover costs related to hiring professional services [40][42].
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]
汉邦科技: 汉邦科技:独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-16 16:24
Core Viewpoint - The independent director system of Jiangsu Hanbang Technology Co., Ltd. aims to enhance corporate governance and ensure the independent and objective judgment of directors, thereby protecting the interests of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - 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 integrity and diligence towards the company and all shareholders, and they must perform their responsibilities according to relevant laws and regulations [1][3]. - Independent directors should act independently and impartially, free from influence by the company or its major shareholders [1][4]. Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time and energy to fulfill their duties [2]. - The board of directors must have at least one-third of its members as independent directors, including at least one accounting professional with relevant qualifications [2][3]. - Independent directors must meet specific independence criteria and possess basic knowledge of corporate operations and relevant laws [3][4]. Group 3: 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 temporary shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21]. - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [22][23]. Group 4: Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board, which will evaluate their independence and disclose findings alongside the annual report [5][6]. - They are required to submit an annual performance report detailing their attendance, participation in committees, and communication with shareholders [15][16]. Group 5: Legal Responsibilities - Independent directors are liable for serious misconduct, including leaking company secrets, accepting improper benefits, or failing to oppose illegal board resolutions [42][43]. - They may face legal consequences if their actions lead to significant losses for the company due to negligence in their duties [43][44].
盈趣科技: 独立董事制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
General Principles - The independent director system aims to promote the standardized operation of Xiamen Yingqu Technology Co., Ltd. and enhance the role of independent directors in corporate governance, ensuring the protection of the legitimate 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 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, and they must fulfill their responsibilities according to relevant laws, regulations, and the company's articles of association [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals who have significant relationships with the company or its major shareholders [3][4] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's issued shares, and the nominees must provide a declaration of their qualifications and independence [8][9] Term and Dismissal - Independent directors serve the same term as other directors, with a maximum continuous term of six years, after which they cannot be nominated for three years [10][11] - The company must disclose the reasons for the dismissal of independent directors if they are removed before their term ends [10][11] Rights and Powers - Independent directors have the right to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18][19] - They can propose the convening of temporary shareholder meetings and board meetings, and they must provide independent opinions on matters that may harm the company or minority shareholders [18][19] Communication and Reporting - Independent directors are required to submit annual reports on their performance, including attendance at meetings and communication with minority shareholders [20][21] - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [22][23] Compensation and Insurance - The company is responsible for providing compensation to independent directors that corresponds to their responsibilities, and it may establish a liability insurance system for them [24][40]
乐惠国际: 独立董事工作制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 09:24
宁波乐惠国际工程装备股份有限公司独立董事工作制度 宁波乐惠国际工程装备股份有限公司 独立董事工作制度 独立董事工作制度 宁波乐惠国际工程装备股份有限公司 第三条 独立董事应当具备与其行使职权相适应的任职条件。担任独立董 事应当符合下列基本条件: (一) 根据法律、行政法规和其他有关规定,具备担任公司董事的资格; (二) 具有本制度第四条所要求的独立性; 目 录 宁波乐惠国际工程装备股份有限公司独立董事工作制度 宁波乐惠国际工程装备股份有限公司 独立董事工作制度 第一章 总则 第一条 为保证宁波乐惠国际工程装备股份有限公司(以下简称"公司") 规范运作和公司独立董事依法行使职权,确保独立董事议事程序,完善独立董事 制度,提高独立董事工作效率和科学决策能力,充分发挥独立董事的作用,根据 《中华人民共和国公司法》《中华人民共和国证券法》及其他有关法律、行政法 规和规范性文件和《宁波乐惠国际工程装备股份有限公司章程》 (以下简称"《公 司章程》"),并参照中国证券监督管理委员会(以下简称"中国证监会")制 定的《上市公司独立董事管理办法》(以下简称"《管理办法》"),制定本制 度。 第二条 公司独立董事应当严格遵守本 ...
迅捷兴: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Points - The company aims to enhance its corporate governance and improve the board structure to protect the interests of minority shareholders and stakeholders [1] - 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] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they are required to fulfill their responsibilities according to laws and regulations [3] Summary by Sections Independent Director Meetings - The company will hold regular or irregular meetings exclusively attended by independent directors, with notifications sent three days in advance [2] - Independent directors can propose temporary meetings if necessary, and meetings can be conducted via remote voting [2][3] - Independent directors must attend meetings in person or review materials in advance if unable to attend [2] Decision-Making and Responsibilities - Certain matters require approval from the independent directors' meetings before being submitted to the board, including related party transactions and changes to commitments [2][3] - Independent directors have special powers, such as hiring external consultants for audits or proposing shareholder meetings [3] Documentation and Confidentiality - Meetings must be documented, including the basic situation of discussed matters and the independent opinions expressed [3][4] - The company is responsible for providing necessary support and information for the meetings, and independent directors are bound by confidentiality [4][5] Implementation and Amendments - The system will take effect upon approval by the board and can be amended based on legal requirements and the company's actual situation [5]
科捷智能: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-15 14:11
Core Points - The article outlines the governance structure and responsibilities of the independent directors of KJ Intelligent Technology Co., Ltd, emphasizing their role in ensuring effective decision-making and protecting minority shareholders' rights [1][2]. Group 1: General Provisions - The company establishes a system for independent directors' special meetings to enhance their decision-making processes and responsibilities [1]. - Independent directors are required to act independently, free from influence by the company or its major shareholders [2]. Group 2: Composition of the Special Meeting - The special meeting consists of all independent directors, with the board secretary assisting in organizing the meetings and managing related documentation [3]. Group 3: Responsibilities and Authority - The special meeting has several responsibilities, including reviewing independent audits, proposing temporary shareholder meetings, and discussing related party transactions [4]. - Decisions on certain matters require a majority agreement from all independent directors before being submitted to the board [4]. Group 4: Meeting Rules - The company must hold at least one special meeting annually, which can be conducted in person, via communication, or a combination of both [8][9]. - A quorum for the meeting requires the presence of more than half of the independent directors [11]. Group 5: Documentation and Confidentiality - Meeting records must accurately reflect discussions and decisions, and all participants are bound by confidentiality regarding the matters discussed [15][17].