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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].
东来技术: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The company aims to enhance its corporate governance structure by improving the board composition and strengthening the supervision mechanisms for internal directors and management [1][2] - 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 [2][3] - The company establishes specific qualifications for independent directors, including legal and financial expertise, independence, and a clean personal record [3][4][5] Group 1 - Independent directors must constitute at least one-third of the board, including at least one accounting professional [3][4] - Independent directors are required to maintain their independence and must disclose any situations that may affect their independence [5][6] - The company must ensure that independent directors have sufficient time and resources to fulfill their responsibilities effectively [15][16] Group 2 - The nomination and election of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares [7][8] - Independent directors are entitled to participate in board decisions and provide independent opinions on matters that may conflict with the interests of minority shareholders [14][15] - The company is obligated to provide independent directors with necessary information and support to perform their duties [18][19] Group 3 - Independent directors must submit an annual report detailing their activities and the fulfillment of their responsibilities [30][31] - The company must ensure that independent directors receive appropriate compensation for their roles, which should be approved by the shareholders [20][21] - The independent director system will take effect upon approval by the shareholders and can be amended by the board with shareholder consent [21]
天山股份: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:26
Core Points - The document outlines the independent director working system of Tianshan Materials Co., Ltd, aiming to standardize the procedures and responsibilities of independent directors in accordance with relevant laws and regulations [1][2][3] 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 [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Composition and Qualifications - The board of directors must have three independent directors, making up at least one-third of the board, including at least one accounting professional [2][3] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [6][7] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be elected by the shareholders' meeting [9][10] - Candidates must not have any disqualifying records, such as recent legal penalties or significant breaches of trust [6][10] Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [17][18] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Group 5: Communication and Reporting - Independent directors must maintain effective communication with the company and shareholders, and are required to submit annual reports detailing their activities and contributions [31][32] - The company must provide necessary support and resources to independent directors to facilitate their duties [35][36] Group 6: Compliance and Accountability - Independent directors must report any obstacles to their duties to the board and can escalate issues to regulatory bodies if necessary [38][39] - The company is responsible for covering costs related to independent directors' professional services and ensuring they receive appropriate compensation [40][41]
创新医疗: 创新医疗管理股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-14 11:12
创新医疗管理股份有限公司 独立董事工作制度 创新医疗管理股份有限公司 独立董事工作制度 (2025年7月) 第一章 总则 第一条 为进一步完善创新医疗管理股份有限公司(以下简称"公司")法 人治理结构,保护中小股东合法权益,促进公司的规范运作,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》(以下简 称"《管理办法》")《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"《规范运作指引》")等法律法规及《创新医疗管理股份有限公司《章 程》(以下简称"公司《章程》")等相关规定,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。 独立董事应当独立公正地履行职责,不受公司及公司主要股东、实际控制人 或者其他与公司存在利害关系的单位或个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,应当按照有关法 律、行政法规、中国证券监督管理委员会(以下简称"中国证 ...
西部超导: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-14 11:10
西部超导材料科技股份有限公司 第一章 总则 计专业人士(会计专业人士是指具有会计方面高级职称或注册会计师资格的人士)。 第四条 《公司章程》中关于董事的规定适用于独立董事,本制度另有规定的除外。 第二章 独立董事的任职条件和独立性 第一条 为进一步完善西部超导材料科技股份有限公司(以下简称"公司"或"上 市公司")的公司治理结构,切实保护股东的权益,维护公司利益,促进公司规范运作, 保障公司独立董事依法独立行使职权,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》以及《西部超导材料科技股份有限公司章 程》(以下简称"《公司章程》"),结合公司实际情况,特制定本制度。 西部超导材料科技股份有限公司 独立董事工作制度 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其他可能影响其进行独立客观判断的关系 的董事。 第三条 公司董事会成员中应当至少包括三分之一独立董事,其中至少包括一名会 第五条 担任公司独立董事应当符合下列基本条件: (一) 根据法律、行政法规及其有关规定,具备担任上市公司董事的资格; (二) 具有 ...
日盈电子: 独立董事工作制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 09:09
江苏日盈电子股份有限公司 独立董事工作制度 第一章 总则 第一条 为了促进江苏日盈电子股份有限公司(以下简称"公司"或"本公司") 规范运作,维护公司整体利益,保护中小股东合法权益,根据《中华人民共和国公 司法》、《中华人民共和国证券法》、中国证券监督管理委员会(以下简称"中国 证监会")《上市公司独立董事管理办法》(以下简称"《独董办法》")、《上 海证券交易所股票上市规则》等有关规定和《江苏日盈电子股份有限公司章程》(以 下简称"《公司章程》")规定,制定本制度。 (三)具备上市公司运作的基本知识,熟悉相关相关法律法规和规则; (四)具有五年以上履行独立董事职责所必需的法律、会计或者经济等工作经 验; 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 法律、行政法规、中国证监会规定、《独董办法》、《规范运作》和《公司章程》 的规定,认真履行职 ...