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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 ...
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]