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实益达: 独立董事工作细则修订对照表
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Viewpoint - The company aims to enhance its corporate governance structure by establishing clear guidelines for independent directors, ensuring their roles and responsibilities are well-defined and aligned with legal regulations [1][3][4]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as individuals who do not hold any other positions within the company and 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 perform their roles in accordance with relevant laws and regulations [4][5]. - The company must ensure that independent directors account for at least one-third of the board members and include at least one accounting professional [5][6]. Group 2: Appointment and Training of Independent Directors - Shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, subject to election by the shareholders' meeting [9][10]. - Independent directors and candidates must participate in training organized by the China Securities Regulatory Commission to enhance their understanding of securities laws and regulations [7][8]. Group 3: Special Powers and Reporting Obligations - Independent directors are granted special powers, including the ability to independently hire intermediaries for audits or consultations and to propose the convening of extraordinary shareholder meetings [18][19]. - They are required to submit annual reports detailing their attendance at board meetings, participation in committees, and communication with minority shareholders [18][19][21]. Group 4: Communication and Support Mechanisms - The company must establish effective communication mechanisms between independent directors and minority shareholders, allowing independent directors to verify issues raised by investors [16][27]. - The company is responsible for providing necessary support for independent directors to fulfill their duties, including timely access to information and meeting materials [22][23].
金 螳 螂: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
General Principles - The independent director system aims to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd., protect the rights of minority shareholders, and promote standardized operations [2][3] - 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] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [3] - The company must provide necessary support for independent directors to fulfill their duties [3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6] - The board of directors must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3][6] Term and Dismissal - Independent directors serve a term that coincides with other directors, with a maximum continuous term of six years [13] - The company must disclose reasons for the early termination of an independent director's position [7] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose meetings of the board or shareholders [18] - They must attend board meetings in person and can delegate another independent director to attend if unable to do so [20] Communication and Reporting - Independent directors are required to submit an annual report detailing their activities, including attendance at meetings and communication with minority shareholders [28] - The company must establish a communication mechanism between independent directors and minority shareholders [27] Support and Resources - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [30][31] - Independent directors are entitled to a reasonable allowance commensurate with their responsibilities, which must be approved by the board and disclosed in the annual report [36]
高测股份: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The article outlines the governance structure and responsibilities of independent directors at Qingdao High Test Technology Co., Ltd, emphasizing the importance of their independence and the protection of minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions during board meetings [1][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 duties [2][3] - The company must have at least one accounting professional among the independent directors, and their proportion on the board must not be less than one-third [2][3] 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 [3][4] - Candidates for independent director positions must meet specific independence criteria and possess relevant experience in law, accounting, or economics [3][4] Group 4: Nomination and Election Process - The board and shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be free from conflicts of interest [5][6] - The nomination committee is responsible for reviewing candidates' qualifications and ensuring compliance with independence requirements [5][6] Group 5: Special Powers and Duties - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose the convening of shareholder meetings [9][10] - They are tasked with monitoring potential conflicts of interest and ensuring that board decisions align with the overall interests of the company [9][10] Group 6: Support and Compensation - The company is obligated to provide necessary resources and support for independent directors to perform their duties effectively [10][11] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [10][11]
精工钢构: 精工钢构独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The article outlines the working system for independent directors' special meetings at Changjiang Jinggong Steel Structure (Group) Co., Ltd, aiming to enhance governance and protect shareholders' rights [1][2][3] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The special meetings of independent directors are convened to ensure their effective participation in decision-making and supervision, thereby safeguarding the overall interests of the company and minority shareholders [2][3] Summary by Sections Independent Directors' Responsibilities - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their roles in accordance with laws, regulations, and the company's articles of association [2][3] - They play a crucial role in decision-making, supervision, and providing professional advice [2] Meeting Procedures - Special meetings are exclusively attended by independent directors and can be held through various means, including in-person and remote formats [3][4] - A quorum requires the presence of more than half of the independent directors, and decisions are made based on majority votes [3][4] Decision-Making Authority - Certain matters, such as decisions related to company acquisitions and related party transactions, must be discussed and approved in these special meetings before being submitted to the board [3][4] - Independent directors have the authority to propose the convening of temporary shareholder meetings and board meetings [4] Documentation and Reporting - Meeting records must be maintained, including details of attendance, discussions, and voting outcomes, and must be preserved for at least ten years [4][5] - Independent directors are required to submit annual reports detailing their performance and the outcomes of special meetings [5] Implementation and Amendments - The system is effective upon approval by the board and is subject to amendments as per relevant laws and regulations [5]
重药控股: 《独立董事管理办法》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 14:08
Core Points - The document outlines the management measures for independent directors of Chongqing Pharmaceutical Holdings Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [2][20] - It specifies the qualifications, responsibilities, and operational procedures for independent directors to ensure their independence and effectiveness in decision-making [3][5] Summary by Sections General Principles - The purpose of the measures is to improve corporate governance and regulate the behavior of independent directors [2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2][3] - Independent directors are obligated to act in good faith and diligence, ensuring the protection of minority shareholders' rights [3] Qualifications and Appointment - Independent directors must meet specific independence criteria, including not being related to major shareholders or having significant business ties with the company [5][6] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [8][10] - They have the authority to independently hire external consultants for audits or consultations [8][10] Operational Procedures - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [9][10] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [14][15] Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [17][19] - Independent directors are entitled to reasonable compensation and may have access to liability insurance [19][20]
ST亚联: 独立董事专门会议工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Points - The document outlines the working system for independent directors of Jilin Yalian Development Technology Co., Ltd, aiming to enhance corporate governance and the role of independent directors [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 independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [2][3] Summary by Sections Independent Director Meetings - Independent director meetings are specifically convened to fulfill the responsibilities of independent directors and must include all independent directors [3][4] - Notifications for these meetings must be sent out three days in advance, but can be waived with unanimous consent from attending independent directors [3][4] Meeting Procedures - A quorum for the meeting requires the presence of more than half of the independent directors, and those unable to attend must review materials and provide written opinions [4][5] - The meeting can be held in person, via communication methods, or a combination of both [4][5] Decision-Making and Voting - 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 [5][6] - Voting in independent director meetings is conducted on a one-vote-per-person basis, with decisions requiring a majority for validity [5][6] Documentation and Confidentiality - Meeting records must be created, reflecting opinions and voting results, and must be signed by the independent directors [6] - All participants in the meetings are bound by confidentiality obligations regarding the discussed matters [6][7] Reporting and Compliance - Independent directors must submit annual reports to the company's annual shareholders' meeting, detailing their performance and the work of the independent director meetings [6][7] - The system is subject to modification in accordance with national laws and regulations, and it becomes effective upon approval by the company's board [7]
云天励飞: 独立董事工作制度(草案)
Zheng Quan Zhi Xing· 2025-07-11 10:12
Core Points - The document outlines the independent director working system for Shenzhen Yuntian Lifi Technology Co., Ltd, aiming to enhance corporate governance and the role of independent directors in decision-making and protecting minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2] - They are obligated to act in good faith and diligence, ensuring the overall interests of the company and protecting the rights of minority shareholders [3][4] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4] Group 2: Qualifications and Independence of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7] - They must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can fulfill their duties effectively [9] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's shares [11] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [12][13] - The election of independent directors must follow a cumulative voting system when electing more than one [15] Group 4: Duties and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [19][20] - They must attend board meetings and can delegate their voting rights if unable to attend [22] - Annual performance reports must be submitted to the shareholders, detailing their attendance and contributions [32] Group 5: Support and Compensation for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to perform their duties [33][34] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their roles [38]
海泰科: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Viewpoint - The document outlines the independent director system of Qingdao Haitai Technology Molding Technology Co., Ltd, emphasizing the importance of independent directors in safeguarding the interests of all shareholders, particularly minority shareholders, and ensuring the company's compliance with relevant regulations [1][2]. Summary by Sections General Principles - The independent director system is established to promote standardized operations and protect the legal rights of shareholders, especially minority shareholders, in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1]. - 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]. Responsibilities and Qualifications - 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]. - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3]. - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [3][4]. Appointment and Termination - Independent directors can be nominated by shareholders holding more than 1% of the company's issued shares, and their qualifications must be verified before nomination [5][6]. - The term for independent directors is the same as that of other directors, with a maximum continuous service of six years [7][8]. Duties and Execution - 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 rights, including the ability to hire external consultants for audits or investigations [19][20]. Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings annually [15][16]. - They are required to submit a report detailing their attendance at meetings, participation in committees, and interactions with auditors and shareholders [16]. Support and Resources - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [17][18]. - Independent directors are entitled to reasonable compensation for their responsibilities, which must be approved by the board and disclosed in the annual report [19][20].
浙江永强: 独立董事制度
Zheng Quan Zhi Xing· 2025-07-10 16:22
Core Viewpoint - The article outlines the regulations and responsibilities of independent directors in Zhejiang Yongqiang Group Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [3][4][5]. Group 1: Independent Director's Role and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [3][4]. - They are required to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance the board's decision-making quality [9][11]. - Independent directors must submit an annual report detailing their attendance at meetings and their engagement with minority shareholders [31]. Group 2: Qualifications and Appointment - To serve as an independent director, candidates must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [4][6]. - The nomination process for independent directors requires the consent of the candidates and must be free from conflicts of interest [6][9]. - Independent directors can serve a maximum of six consecutive years, and their independence must be evaluated annually [10][11]. Group 3: Governance Structure - The board must consist of at least one-third independent directors, including at least one with accounting expertise [3][4]. - Independent directors are involved in specialized committees, such as the audit committee, where they hold a majority [8][12]. - The company must provide adequate support and resources for independent directors to fulfill their duties effectively [34][36]. Group 4: Communication and Reporting - Independent directors are required to maintain open communication with minority shareholders and report any significant issues to the board [30][31]. - They must document their activities and decisions, ensuring transparency and accountability in their roles [29][37]. - The company is obligated to disclose any conflicts of interest or issues raised by independent directors in a timely manner [11][17].
苏豪弘业: 苏豪弘业股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-10 16:22
苏豪弘业股份有限公司 独立董事工作制度 (2025 年修订) 第一章 总 则 第一条 为进一步完善苏豪弘业股份有限公司(以下简称"本公司"或"公 司")的法人治理结构及董事会结构,规范公司独立董事行为,充分发挥独立董 事在公司治理中的作用,促进提高公司质量,依据《中华人民共和国公司法》 《中 华人民共和国证券法》《国务院办公厅关于上市公司独立董事制度改革的意见》 《上市公司独立董事管理办法》《上海证券交易所股票上市规则》《上海证券交 易所自律监管指引第 1 号-规范运作》及《公司章程》等的有关规定,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。 独立董事应当独立履行职责,不受公司及主要股东、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,应当按照法律 、行政法规、中国证券监督管理委员会 (以下简称"中国证监会") 规定、上海证 券交易所(以下简称"上交所")业务规则和公司章程的规定,认真履行职责,在 董事会中发挥参与决策、监督制衡、专业咨 ...