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西大门: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-10 16:22
Core Points - The document outlines the independent director system of Zhejiang Xidamen New Materials Co., Ltd, aiming to establish a modern corporate governance structure and ensure compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - 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][3] - The company must establish an independent director system that complies with legal and regulatory requirements, ensuring the protection of minority shareholders' rights [3][4] Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7] - Candidates for independent director positions must meet specific qualifications, including relevant work experience and a clean personal record [7][8] Group 3: 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 [10][20] - They have special rights, including the ability to hire external consultants and propose meetings to address significant issues [11][20] Group 4: Operational Support - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [20][21] - Independent directors should have equal access to information and resources as other board members [20][21] Group 5: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [34][35] - The company must disclose any significant issues raised by independent directors and ensure transparency in their operations [12][22]
中辰股份: 独立董事制度
Zheng Quan Zhi Xing· 2025-07-10 16:21
Core Points - The article outlines the independent director system of Zhongchen Cable Co., Ltd, aimed at enhancing corporate governance and protecting the interests of minority shareholders [1][2][3] - Independent directors must not hold other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][3] - The company is required to have three independent directors, including at least one with accounting expertise [2][3] Group 1 - Independent directors are obligated to act in good faith and diligence, ensuring the protection of minority shareholders' rights [1][3] - Independent directors must undergo training as required by regulatory authorities [3][5] - The company must ensure that independent directors can effectively perform their duties by providing necessary conditions and support [28][31] Group 2 - Independent directors are prohibited from holding positions in more than three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [2][3] - The nomination and election of independent directors must be conducted transparently, with candidates undergoing thorough qualification checks [12][13] - Independent directors are required to submit annual reports detailing their attendance and participation in board meetings and other relevant activities [14][15] Group 3 - Independent directors have specific rights, including the ability to propose board meetings and independently hire external consultants for audits or consultations [22][23] - They must actively participate in the decision-making process and provide independent opinions on significant matters affecting the company [21][22] - Independent directors are responsible for reporting any violations or issues that may harm the interests of the company or its shareholders [26][27]
江苏华辰: 江苏华辰独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
Core Viewpoint - The company has established a working system for independent directors to enhance corporate governance, strengthen supervision over internal directors and management, and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director System - 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 loyalty and diligence to the company and all shareholders, and they must perform their responsibilities independently without influence from the company or its major shareholders [2][3]. - The company must elect suitable individuals as independent directors, including at least one accounting professional with relevant qualifications [2][3]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including legal eligibility, independence, knowledge of company operations, and relevant work experience [2][3]. - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [3][4]. Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted legally and in accordance with regulations, with candidates proposed by the board or shareholders holding more than 1% of shares [5][6]. - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [5][6]. Group 4: Responsibilities and Rights - Independent directors are entitled to equal access to information and must be notified in advance of board decisions, with the right to request additional information if necessary [7][8]. - The company must provide necessary conditions and support for independent directors to fulfill their duties effectively [8]. Group 5: Reporting and Compliance - Independent directors must document their dissenting opinions on board resolutions and report any violations of laws or regulations to the board [9][10]. - They are also responsible for monitoring the execution of board resolutions and can report to regulatory authorities if necessary [10][11]. Group 6: Miscellaneous Provisions - The working system will be effective upon approval by the shareholders' meeting and will be interpreted by the board [10][16].
新能泰山: 独立董事制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
山东新能泰山发电股份有限公司 第一章 总则 第一条 为进一步完善山东新能泰山发电股份有限公司 (以下简称公司)的法人治理结构,改善董事会结构,充分发 挥独立董事在上市公司治理中的作用,强化对董事会及经理层 的约束和监督机制,更好地保护中小股东的利益,促进公司的 规范运作,根据中国证券监督管理委员会(以下简称中国证监 会) 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(是指持有公司 5%以上股份,或者持 有股份不足 5%但对公司有重大影响的股东) 、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。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务, 应当按照相关法律、行政法规、证券交易所业务规则和《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、专业咨询作用,维护公司整体利益,保护中小股东合 法权益。 第四条 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个人的影响。 第五条 独立董事原则上最多在三家境内上市公司担任独 立董事,并应当确保有足够的时间和精力有效地履行独立董事 的职责。 《上市公司独 ...
海川智能: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The company aims to enhance its corporate governance structure and board composition to protect the interests of minority shareholders and stakeholders [1][2] - Independent directors are required to act independently and avoid conflicts of interest, ensuring they fulfill their duties diligently [2][4] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [3][4] Group 1 - Independent directors must not hold any other positions within the company and should not have any direct or indirect relationships that could affect their judgment [2][4] - Independent directors are expected to participate actively in board decisions and provide objective advice to enhance decision-making quality [8][10] - The company must ensure that independent directors have sufficient time and resources to perform their duties effectively [15][16] Group 2 - Independent directors are required to submit annual reports detailing their attendance and participation in board meetings and committees [14] - The company is responsible for providing independent directors with necessary information and support to fulfill their roles [15][16] - Independent directors can hire external consultants at the company's expense to assist in their duties [32]
ST中迪: 北京中迪投资股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-09 13:13
Core Points - The article outlines the independent director working system of Beijing Zhongdi Investment Co., Ltd, which was approved at the company's 2025 first extraordinary general meeting [1][17] - The system aims to enhance the governance structure of the company, ensure compliance with relevant laws and regulations, and protect the rights of minority shareholders [1][2] Summary by Sections General Principles - The 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] - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2] Independence Requirements - Independent directors must maintain independence and should not be influenced by major shareholders or related parties [2][4] - Individuals with significant shareholding or familial ties to major shareholders are prohibited from serving as independent directors [2][4] Appointment and Termination Procedures - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be approved by the shareholders' meeting [4][8] - The term for independent directors aligns with that of other board members but cannot exceed six years for consecutive terms [5][8] Responsibilities and Powers - Independent directors are responsible for attending board meetings, understanding the company's operations, and submitting annual reports on their performance [7][8] - They have the authority to independently hire external advisors, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Communication and Support - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to information and meeting materials [14][15] - Independent directors are encouraged to maintain communication with minority shareholders and report any issues to regulatory authorities if necessary [14][15] Compensation and Insurance - The company is responsible for covering the costs incurred by independent directors when hiring external advisors and must provide appropriate compensation [16][16] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [16][16]
洲际油气: 洲际油气股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-09 11:13
洲际油气股份有限公司 独立董事工作制度 第一章 总则 第一条 为了完善洲际油气股份有限公司(以下简称"公司 "或"本公司 ") 的治理结构,促进公司规范运作,维护公司整体利益,保障全体股东特别是中小 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》( 以下简称《证券法》),中国证券监督管理委员会 (以下简称"中国证监会")颁布的《上市公司独立董事管理办法》 (以下简称《独 立董事管理办法》)《上市公司治理准则》,上海证券交易所颁布的《上海证券交 易所股票上市规则》、 《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》等法律、行政法规、规范性文件和《洲际油气股份有限公司章程》(以下简 称"公司章程 ")的有关规定,制定本制度。 第二条 独立董事是指不在本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。 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 照有关法律、行政法规、中国证券监督管理委员会规定、证券交易所业务规则和 公司章程的规定,认 ...
优优绿能: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-09 11:12
深圳市优优绿能股份有限公司 独立董事工作制度 深圳市优优绿能股份有限公司 (2025 年 7 月) 第一章 总则 第一条 为进一步完善本公司法人治理结构,促进公司规范运作,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》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《上市公司独立董事履职指引》等有关法律、法规、规范性文件、深圳证券交易 所业务规则和《深圳市优优绿能股份有限公司章程》(以下简称《公司章程》) 的规定,结合公司实际,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。 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 相关法律、法规和《公司章程》的要求,认真履行职责,维护公司整体利益,尤 其要关注中小股东的合法权益不受损害。独立董事应当独立公正地履行职责,不 受公司主要股东、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。 若发现所审议事项存在影响其独立性的情况,应当及时通知公司,提出解 ...
达威股份: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - The company aims to enhance its corporate governance structure by establishing clear roles and responsibilities for independent directors, ensuring their independence and effectiveness in decision-making and oversight [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 responsible for protecting the interests of all shareholders, particularly minority shareholders, and must act with loyalty and diligence [1][3] - The company must provide necessary support for independent directors to fulfill their duties effectively [1][4] Group 2: Appointment and Qualifications - Independent directors must meet specific independence criteria and cannot have significant relationships with major shareholders or the company [2][4] - They should possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [3][4] - The company must ensure that independent directors are elected through a transparent process, including the possibility of cumulative voting for multiple positions [5][12] Group 3: Duties and Powers - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose meetings to address significant issues [7][18] - They must attend board meetings personally or delegate their responsibilities appropriately, ensuring their opinions are documented [8][10] - Independent directors are required to report on their activities and interactions with shareholders annually [13][14] Group 4: Committees and Oversight - The company has established various committees, including an audit committee, where independent directors play a crucial role in overseeing financial reporting and compliance [2][11] - Independent directors must participate in specialized meetings to discuss matters requiring their approval before being presented to the board [9][10] - The audit committee is responsible for reviewing financial information and overseeing internal controls, requiring a majority of independent directors [11][12] Group 5: Communication and Support - The company must maintain effective communication channels between independent directors and management, ensuring timely access to information [14][15] - Independent directors should have adequate resources and support to perform their roles, including training and access to relevant data [14][15] - The company is responsible for providing necessary conditions for independent directors to fulfill their duties, including timely meeting notifications and materials [14][15]
太极集团: 太极集团独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-08 10:19
Core Viewpoint - The document outlines the independent director working system of Chongqing Taiji Industry (Group) Co., Ltd., emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2]. Summary by Sections General Principles - The system aims to standardize operations, enhance the role of independent directors, and improve corporate governance for high-quality development [1]. - Independent directors must not hold other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2]. Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [5]. - The board must have at least one accounting professional among the independent directors, and independent directors should not serve on more than three domestic companies [6][5]. Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9]. - They have special rights, including hiring external consultants and proposing meetings [15]. Communication and Reporting - Independent directors must attend board meetings and can communicate with the board secretary to discuss agenda items [10]. - They are required to submit annual reports detailing their activities and interactions with minority shareholders [29]. Support and Compensation - The company must provide necessary working conditions and support for independent directors to fulfill their duties [31]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company must cover expenses related to hiring professional services [36][19].