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吉林化纤: 独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-07-30 16:14
吉林化纤股份有限公司 第一条 为进一步规范吉林化纤股份有限公司(以下简称"公司")独立董事专门 会议的议事方式和决策程序,促使并保障独立董事有效地履行其职责。根据《中华人民 共和国公司法》(以下简称"公司法")《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")《上市公司独 立董事管理办法》《公司章程》《独立董事工作制度》等有关规定,制定本制度。 第二条 独立董事专门会议是指全部由独立董事参加的专门会议。独立董事专门会 议对所议事项进行独立研讨,从公司和中小股东利益角度进行思考判断,并且形成讨论 意见。独立董事专门会议主要负责对关联交易等潜在重大利益冲突事项进行事前认可。 第五条 独立董事专门会议由三分之二以上独立董事出席或委托出席方可举行。独 立董事应当亲自出席独立董事专门会议,因故不能亲自出席会议的,应当事先审阅会议 材料,形成明确的意见,并书面委托其他独立董事代为出席。如有需要,公司非独立董 事及高级管理人员及议题涉及的相关人员可以列席独立董事专门会议,但非独立董事人 员对会议议案没有表决权。 第六条 独立董事专门会议由过半数独立董事共同推举一名独立 ...
科兴制药: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-28 16:26
Core Viewpoint - The company aims to enhance its corporate governance by improving the board structure and protecting the interests of minority shareholders and stakeholders through the establishment of a set of regulations for independent directors [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any position other than as a director or committee member 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 must fulfill their responsibilities according to laws, regulations, and the company's articles of association [2][3]. Group 2: Meetings and Decision-Making - The company is required to hold independent director meetings at least once a year, with special meetings called as needed, ensuring all independent directors are notified in advance [4][5]. - Decisions made in independent director meetings require a majority agreement from all independent directors and must be documented, including the basis for opinions and the legality of discussed matters [4][5][6]. Group 3: Special Powers and Responsibilities - Independent directors have specific powers that require majority approval in their meetings, including hiring external consultants for audits or proposals to convene shareholder meetings [5][6]. - Independent directors must maintain confidentiality regarding meeting discussions and are responsible for signing off on meeting records [6]. Group 4: Implementation and Compliance - The regulations will take effect upon approval by the company's board and will be modified as necessary to comply with national laws and the company's articles of association [6]. - The board of directors holds the authority to interpret these regulations [6].
英集芯: 《深圳英集芯科技股份有限公司独立董事专门会议制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-27 16:13
Group 1 - The independent director system aims to enhance corporate governance and ensure compliance with relevant laws and regulations [1][5] - Independent directors must not hold any other positions in the company and should be free from any conflicts of interest [1][2] - Independent directors are required to hold at least one regular meeting each fiscal year, with prior notice given to all independent directors [3][4] Group 2 - Certain matters must be discussed in the independent directors' special meetings and require a majority agreement before being submitted to the board [2][3] - Independent directors have special powers that require discussion and majority consent in special meetings, including hiring external consultants and proposing temporary shareholder meetings [2][3] - Meeting records must include details such as date, attendees, discussion topics, legal compliance, and the impact on the company and minority shareholders [3][4] Group 3 - The company is responsible for providing necessary support and resources for the independent directors to fulfill their duties [4][5] - All attending independent directors have a confidentiality obligation regarding the matters discussed in the meetings [4][5] - The system will take effect upon approval by the board and will be interpreted by the board [5]
卧龙新能: 卧龙新能独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Points - The article outlines the independent director special meeting system of Wolong New Energy Group Co., Ltd, aimed at enhancing corporate governance and protecting the rights of all shareholders, especially minority shareholders [1][2][5] 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] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to laws, regulations, and the company's articles of association [2] Group 2: Meeting Procedures - Independent director special meetings are exclusively attended by independent directors and must be convened by a director elected by a majority of independent directors [3] - The company is required to hold at least one independent director special meeting annually, with materials and notifications sent to all independent directors at least three days prior to the meeting [3][4] Group 3: Decision-Making and Voting - A quorum for the independent director special meeting requires the presence of at least two-thirds of independent directors, and those unable to attend must review materials and delegate their voting rights [3][4] - Certain matters, such as related party transactions and changes to commitments, must be discussed in the independent director special meeting and approved by a majority before being submitted to the board [3][4] Group 4: Documentation and Reporting - Independent directors must keep detailed records of their activities, including meeting minutes that document the date, attendees, discussion topics, and voting results [4][5] - The company must ensure that independent directors have access to necessary operational information and support for their duties [5] Group 5: Confidentiality and Compliance - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [5] - The system will take effect upon approval by the company's board and will be interpreted according to relevant laws and regulations [5][6]
实益达: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Viewpoint - The company aims to enhance its corporate governance by establishing a system that emphasizes the role of independent directors, ensuring they operate without conflicts of interest and uphold the interests of all shareholders [1][5]. Group 1: Independent Director Definition and Responsibilities - 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]. - They are obligated to act in good faith and diligence, adhering to legal and regulatory requirements while participating in decision-making and oversight to protect the interests of minority shareholders [1]. Group 2: Independent Director Meetings - The company is required to hold regular or ad-hoc meetings exclusively attended by independent directors, which can be conducted in person or via communication methods [2]. - Meetings must be convened by a majority of independent directors, and notifications should be sent at least three days in advance, detailing the meeting's agenda and logistics [2]. Group 3: Matters Requiring Independent Director Approval - Certain matters must be reviewed and approved by independent directors before being submitted to the board, including related party transactions and proposals for temporary shareholder meetings [2][3]. - Independent directors can also discuss other significant issues that may affect the company or minority shareholders [3]. Group 4: Meeting Records and Reporting - Independent director meetings must be documented, including details such as the date, attendees, and voting results, with independent directors required to sign off on the records [3][4]. - An annual report must be submitted by independent directors to the company's annual shareholder meeting, detailing their activities and interactions with stakeholders [4]. Group 5: Compliance and Amendments - Any matters not covered by this system or inconsistent with existing laws and regulations will defer to those legal standards [5]. - Amendments to this system require board approval and will take effect upon such approval [5].
达利凯普: 独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Points - The article outlines the governance structure of Dalian Dali Kape Technology Co., Ltd, emphasizing the role of independent directors in protecting the rights of minority shareholders and ensuring compliance with relevant laws and regulations [1][2][6] - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships with major shareholders or the actual controller, ensuring their objectivity [1][2] - The independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they are responsible for decision-making, supervision, and providing professional advice [2][3] Chapter Summaries Chapter 1: General Principles - The purpose of the system is to enhance the governance structure of the company and protect the rights of minority shareholders [1] - Independent directors are defined and their role is clarified, including the concept of independent director meetings [1] Chapter 2: Meeting Rules - Independent director meetings can be held regularly or irregularly, with a notification period of three days unless all independent directors agree otherwise [4] - Meetings can be conducted in person or via communication methods, and a quorum requires attendance from two-thirds of independent directors [4][5] - Voting in these meetings is conducted on a one-person-one-vote basis, with various permissible voting methods [4] Chapter 3: Responsibilities and Authority - Certain matters require approval from independent director meetings before being submitted to the board, including related party transactions and changes to commitments [10] - Independent directors have special powers that require prior approval from their meetings, such as hiring external consultants and proposing shareholder meetings [11] - Independent directors must provide clear and distinct opinions during meetings, including reasons for any dissent [13] Chapter 4: Miscellaneous - The company is responsible for providing necessary support for independent director meetings, including access to operational information and communication with stakeholders [5] - Independent directors have confidentiality obligations regarding the matters discussed in meetings until they are publicly disclosed [16] - The system will be effective upon approval by the company's board of directors [21]
锦江在线: 锦江在线独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-06-27 16:26
Core Points - The article outlines the establishment of a specialized meeting system for independent directors of Shanghai Jinjiang Online Network Service Co., Ltd to enhance corporate governance and ensure the interests of minority shareholders are considered [1][2][5] Group 1: Meeting Structure and Procedures - The specialized meeting of independent directors is defined as a meeting attended solely by independent directors, focusing on independent discussions and forming opinions from the perspective of the company and minority shareholders [1] - The specialized meeting must be held at least once a year, and can be convened by the meeting organizer or upon the proposal of more than half of the independent directors [2] - A quorum for the meeting requires the presence of more than half of the independent directors, with non-independent directors and relevant personnel allowed to attend but without voting rights [2][5] Group 2: Voting and Decision-Making - Voting at the specialized meeting is conducted on a one-vote-per-person basis, using methods such as on-site voting, written voting, or other legally permitted methods [2] - Independent directors must personally attend the meeting unless special circumstances arise, in which case they can delegate another independent director to attend and vote on their behalf [3] - Certain matters must be discussed and approved by a majority of independent directors before being submitted to the board for consideration, including related party transactions and changes to commitments [3][4] Group 3: Documentation and Reporting - The meeting must be documented accurately, reflecting the opinions of the independent directors, and these records must be signed by the independent directors [4] - Independent directors are required to submit an annual report to the company's annual shareholders' meeting, detailing the work of the specialized meetings [4][5] - The company must provide necessary working conditions and support for the independent directors to fulfill their responsibilities, including access to operational information and resources for conducting investigations [5]
中兰环保: 独立董事专门会议制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 19:03
Core Points - The document outlines the Independent Director Special Meeting System of Zhonglan Environmental Technology Co., Ltd, aiming to standardize the corporate governance structure and enhance the role of independent directors [1][2] - The special meetings are exclusively attended by independent directors and can be convened as needed, with a proposal from more than half of the independent directors [1][2] - The company is required to notify all independent directors at least three days before the meeting, unless it is an urgent situation [1][2] Summary by Sections Meeting Procedures - Special meetings can be held in person, via communication methods (including video and phone), or a combination of both [2] - A majority of independent directors must agree on matters to be submitted to the board for review, including hiring external agencies for audits, proposing temporary shareholder meetings, and disclosing related party transactions [2][3] Documentation and Reporting - Meeting records must be created, and independent directors' opinions should be documented and signed [2] - Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the work of the special meetings [2] Implementation and Compliance - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations if necessary [3] - Any unresolved matters will be governed by relevant national laws and the company's articles of association [3]
建龙微纳: 独立董事专门会议工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 11:25
Core Points - The article outlines the establishment of a specialized meeting system for independent directors at Luoyang Jianlong Micro-Nano New Materials Co., Ltd to enhance corporate governance and protect the interests of minority shareholders [1][2] Group 1: Independent Director Meeting System - The independent director specialized meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [2] - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders, ensuring they make independent and objective judgments [3] - The company is required to hold independent director meetings regularly or as needed, with prior notification to all independent directors [4] Group 2: Meeting Procedures and Responsibilities - Independent directors must personally attend meetings or review materials in advance if unable to attend, delegating their vote to another independent director if necessary [5] - A convenor is elected from among the independent directors to organize and lead the meetings, with provisions for alternative convenors if needed [6] - Certain matters, such as related party transactions and changes to commitments, must be discussed and approved by a majority of independent directors before being submitted to the board [8] Group 3: Special Powers and Record Keeping - Independent directors have special powers, including hiring external consultants for audits and proposing meetings to the board or shareholders [9] - The company must disclose the exercise of these powers and provide necessary support for independent directors to fulfill their duties [10] - Meeting records must be maintained, detailing the opinions of independent directors, which should be clear and justified, especially for significant matters [11][12]
华宝新能: 独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-06-10 12:37
Core Viewpoint - The document outlines the rules and regulations governing the independent director special meeting of Shenzhen Huabao New Energy Co., Ltd, emphasizing the importance of independent directors in corporate governance and decision-making processes [1][2]. Group 1: Governance Structure - The independent director special meeting is established as a dedicated working body of the board of directors, responsible for discussing significant company matters to enhance decision-making, supervision, and professional consultation [1]. - The meeting consists of all three independent directors, with one designated as the convener, elected by a majority of the independent directors [2]. Group 2: Responsibilities - The independent director special meeting is tasked with reviewing and discussing the company's operational status and major issues, including related party transactions, changes in commitments, acquisition decisions, and proposals for shareholder meetings [1][2]. - The meeting can also address other matters as needed [2]. Group 3: Meeting Procedures - Meetings are convened as needed, with a notice sent to all independent directors at least two days in advance, except in urgent situations where immediate notification is allowed [2][3]. - A quorum requires the presence of more than half of the independent directors, and decisions are made by majority vote [2][3]. Group 4: Meeting Documentation - Independent directors must attend meetings in person or provide written opinions if unable to attend, and the meeting records must accurately reflect the discussions and decisions made [3][4]. - Resolutions passed by the meeting must be reported in writing to the board of directors [4].