独立董事制度
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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 ...
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
Core Points - The article outlines the governance structure and responsibilities of independent directors at Shandong New Energy Taishan Power Co., Ltd, emphasizing the importance of their role in protecting minority shareholders' interests and ensuring compliance with regulations [1][2][3] Group 1: Independent Director Definition and Role - 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 actual controllers [1] - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and the legal rights of minority shareholders [1][2] Group 2: Independence and Qualifications - Independent directors must maintain independence and should not be influenced by the company or its major shareholders [2] - They can serve as independent directors in a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - The board must have at least one independent director with accounting expertise, meeting specific qualifications such as being a certified public accountant or having relevant advanced degrees and experience [2][3] Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, which must be approved by the shareholders' meeting [8] - Candidates must provide a declaration of their qualifications and independence, and the board's nomination committee must review their qualifications [8][9] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [11][12] - They have special powers, including hiring external consultants, proposing meetings, and publicly soliciting shareholder opinions [11][12] Group 5: Reporting and Accountability - Independent directors must report their activities and decisions to the board and disclose any conflicts of interest [12][15] - They are required to submit an annual report detailing their attendance at meetings and interactions with minority shareholders [15][16] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to perform their duties effectively [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [34][35]
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]