独立董事制度

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凯尔达: 独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Points - The article outlines the independent director system of Hangzhou Kaierda Welding Robot 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 other positions in the company and 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 [3][10]. - The company is required to have three independent directors, including at least one with accounting expertise [3][4]. Group 2: Qualifications and Independence of Independent Directors - To serve as an independent director, candidates must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of work experience in law, accounting, or economics [4][5]. - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [10][12]. 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, with elections conducted at the shareholders' meeting [11][12]. - The company must disclose the qualifications of nominated independent directors and any objections from the board regarding the candidates [8][12]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][12]. - They have special powers, including hiring external consultants, proposing shareholder meetings, and publicly soliciting shareholder opinions [10][11]. Group 5: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings annually [16][17]. - They are required to document their work and maintain records for at least ten years [15][16]. Group 6: Company Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [41][42]. - Independent directors should receive equal access to information and timely notifications regarding board meetings [19][20].
金陵饭店: 金陵饭店股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The document outlines the independent director working system of Jinling Hotel Co., Ltd., aiming to enhance corporate governance, protect shareholder interests, and mitigate decision-making risks [1][2]. Summary by Sections General Principles - The independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2]. - Independent directors must fulfill their duties independently and are obligated to act in the best interests of the company and all shareholders [3]. Composition of Independent Directors - Independent directors must constitute at least one-third of the board, including at least one accounting professional with relevant qualifications [3][4]. - Candidates for independent directors must meet specific independence criteria and possess relevant experience [5][6]. Appointment and Termination - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and their election must be approved by the shareholders' meeting [12][13]. - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [9][10]. 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 special rights, including hiring external consultants and calling for shareholder meetings [18][19]. Reporting and Communication - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with shareholders [29][30]. - They are required to maintain open communication with shareholders and report any issues affecting their independence [32][33]. Work Conditions - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [42][43]. - Independent directors are entitled to reasonable compensation, which must be disclosed in the annual report [46][47].
艾迪精密: 烟台艾迪精密机械股份有限公司 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:56
Core Points - The document outlines the independent director working system of Yantai Eddie Precision Machinery Co., Ltd, aiming to enhance corporate governance and ensure independent directors operate without conflicts of interest [2][3][4]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [2]. - The number of independent directors must be at least one-third of the total board members, including at least one accounting professional [3]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, such as being a major shareholder or having significant business dealings with the company [5][6]. - Candidates for independent director positions must have relevant experience, good personal character, and meet specific legal and regulatory requirements [6][8]. 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 [17][18]. - They have special powers, including hiring external consultants, proposing meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [18][19]. Group 4: Work Conditions and Support - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [29][30]. - Independent directors are entitled to a reasonable allowance, which must be approved by the board and disclosed in the annual report [34][36].
悍高集团: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The document outlines the independent director working system of Hanhigh Group Co., Ltd., aiming to enhance corporate governance, protect minority shareholders' interests, and ensure compliance with relevant laws and regulations [2][3]. Group 1: General Provisions - 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]. - 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][3]. Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [3]. - The proportion of independent directors on the board must not be less than one-third, and at least one must be a professional accountant [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 [17][18]. - They have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18]. Group 4: Communication and Reporting - Independent directors must maintain communication with minority shareholders and submit annual reports detailing their performance and engagement [31][32]. - The company is required to provide independent directors with timely information and support for their duties [33][34]. Group 5: Compliance and Evaluation - Independent directors must annually self-assess their independence and submit the results to the board for evaluation [6]. - The company must ensure that independent directors are not influenced by major shareholders or related parties, maintaining their objectivity [3][5].
柳药集团: 广西柳药集团股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Points - The document outlines the independent director system of Guangxi Liuyao Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and must maintain independence from major shareholders and actual controllers [1][3] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][4] Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and ensure compliance with relevant laws and regulations [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and providing professional advice [2] Qualifications of Independent Directors - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence criteria, and relevant work experience [6][7] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [3][4] Nomination, Election, and Replacement of Independent Directors - 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 [6][11] - The term for independent directors aligns with that of other directors, with a maximum continuous service of six years [8][9] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [18][19] - They have special rights, including hiring external consultants and proposing meetings, to ensure their independence and effectiveness [19][20] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to the same rights to information as other directors, ensuring they can perform their roles without obstruction [34][35] Miscellaneous Provisions - The document includes definitions of key terms such as major shareholders and minority shareholders, and outlines the responsibilities of the board in interpreting and amending the system [39][41]
祥生医疗: 无锡祥生医疗科技股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the independent director system of Wuxi Xiangsheng Medical Technology Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [5][17][23] Group 1: Independent Director Responsibilities - Independent directors must perform their duties independently, free from influence by the company or its major shareholders [2][5] - They are required to participate in decision-making, supervision, and provide professional advice to safeguard the overall interests of the company and protect the legal rights of minority shareholders [2][17] - The board must include at least one-third independent directors, with a majority of independent directors on the audit committee [3][5] Group 2: Independence Requirements - Independent directors must not have any direct or indirect interests that could affect their independent judgment [5][6] - They can serve as independent directors for a maximum of three domestic listed companies to ensure they have sufficient time and energy to fulfill their responsibilities [3][5] Group 3: Nomination and Election Process - The board of directors and shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be elected by the shareholders' meeting [8][10] - The nomination process requires thorough verification of the candidate's qualifications and independence [10][11] Group 4: Rights and Powers - Independent directors have the right to independently hire intermediaries for auditing, consulting, or verification of specific company matters [17][21] - They can propose the convening of temporary shareholders' meetings and board meetings [17][21] Group 5: Performance and Reporting - Independent directors must submit an annual performance report detailing their attendance at meetings and their involvement in various committees [36][37] - The company is required to provide necessary support and resources for independent directors to perform their duties effectively [37][38] Group 6: Compliance and Accountability - Independent directors must report to the stock exchange if they are dismissed or if there are obstacles to their ability to perform their duties [23][22] - The company is responsible for covering the costs incurred by independent directors when hiring professional institutions [42]
首创证券: 独立董事工作制度(草案)(H股上市后适用)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the independent director working system for Shouchuang Securities Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [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 [1][2] Summary by Sections General Principles - The independent directors must perform their duties independently, free from influence by the company or its major shareholders [2] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act in accordance with relevant laws and regulations [2][3] - The number of independent directors must not be less than one-third of the board members, including at least one accounting professional [2][3] Qualifications and Appointment - Candidates for independent directors must meet specific qualifications, including relevant experience and a clean personal record [4][5] - Independent directors should not hold positions in more than three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [5][6] - The document specifies conditions under which individuals cannot serve as independent directors, including conflicts of interest and recent legal issues [6][7] Responsibilities and Performance - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have special rights, such as proposing the convening of shareholder meetings and hiring independent consultants for audits or consultations [18][19] - Independent directors must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [12][20] Meeting Mechanisms - The company must hold regular meetings of independent directors at least once a year, with provisions for special meetings as needed [29][30] - Independent directors can propose agenda items for these meetings, which require a majority agreement to proceed [30][31] Support for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to perform their duties effectively [38][39] - Independent directors should have equal access to information and resources as other board members [39][40] Reporting and Documentation - Independent directors must submit annual reports detailing their activities and interactions with shareholders and management [28][29] - The company must maintain records of independent directors' meetings and decisions for permanent retention [37][38]
安达智能: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
广东安达智能装备股份有限公司 独立董事工作制度 广东安达智能装备股份有限公司 独立董事工作制度 第一章 总则 第一条 为完善广东安达智能装备股份有限公司(以下简称"公司")的公司 治理结构,充分发挥独立董事的作用,以保障全体股东尤其是中小股东的合法权 益不受损害,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》《上市公司独立董事管理办法》(以下简称"《管理办法》")等 法律法规和《广东安达智能装备股份有限公司章程》(以下简称"《公司章程》") 的规定,并结合公司的实际情况制定《广东安达智能装备股份有限公司独立董事 工作制度》(以下简称"本制度")。 第二条 公司应当聘任适当的人员担任独立董事。公司独立董事的人数不少 于公司董事会人数的三分之一,且至少一名独立董事为会计专业人士。 第三条 独立董事不在公司担任除独立董事以外的其他职务,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 行独立客观判断的情形。 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。 第四条 独立董事及拟担任独立董事的人士应当参照中国证券监 ...
安达智能: 独立董事专门会议工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
广东安达智能装备股份有限公司 独立董事专门会议工作细则 第一章 总则 第一条 为进一步规范广东安达智能装备股份有限公司(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,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》 (以 第三条 公司应当为独立董事专门会议的召开提供便利和支持。董事会办公 室(证券事务部)等职能部门应协助独立董事专门会议的召开,配合提供独立董 事专门会议所需资料,组织或者配合独立董事开展实地考察等工作。公司应当承 担独立董事专门会议要求聘请专业机构及行使其他职权时所需的费用。 第二章 人员组成 第四条 独立董事专门会议成员由全体独立董事组成。 第五条 独立董事专门会议设召集人一名,由过半数独立董事共同推举产生, 负责召集和主持会议工作;召集人不履职或者不能履职时,两名及以上独立董事 可以自行召集并推举一名代表主持。 第六条 独立董事专门会议任期与董事会任期一致。独立董事任期届满,连 选可以连任,但是连续任职不得超过六年。期间如有独立董事不再担任公司独立 董事职务,自动失去参加独立董事专门会议的资格,则由公司补选的独立董事自 动接 ...
成都华微: 成都华微电子科技股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-29 17:01
成都华微电子科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善成都华微电子科技股份有限公司(以 下简称公司)的法人治理,改善公司董事会结构,保护中小股东 及利益相关者的利益,根据《公司法》《上市公司独立董事管理 办法》等相关法律、法规、规范性文件及《成都华微电子科技股 份有限公司章程》(以下简称"《公司章程》")等的有关规定,制 定本制度。 第五条 公司独立董事占董事会成员的比例不得低于三分之 一,且至少包括一名会计专业人士。 公司董事会审计委员会、提名委员会、薪酬与考核委员会中 独立董事应当过半数并担任召集人,其中审计委员会召集人应为 会计专业人士。 第二章 任职资格 第六条 独立董事必须保持独立性。下列人员不得担任独立 董事: (一)在公司或者附属企业任职的人员及其配偶、父母、子 女、主要社会关系; 第二条 本制度所指的独立董事,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 ...