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盛美上海: 盛美半导体设备(上海)股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-26 16:41
盛美半导体设备(上海)股份有限公司 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。 (二)符合本制度第六条规定的独立性要求; (三)具备上市公司运作的基本知识,熟悉相关法律法规和规则; 第二章 独立董事的任职资格 第三条 独立董事应当符合下列条件: (一)根据法律、行政法规和其他有关规定,具备担任上市公司董事的资格; 独立董事工作制度 第一章 总 则 第一条 为进一步完善盛美半导体设备(上海)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,强化对内部董事及经理层的约束 和监督机制,保护中小股东及债权人的利益,促进公司的规范运作,根据《上市 公司独立董事管理办法》《上市公司治理准则》《上海证券交易所科创板上市公 司自律监管指引第 1 号——规范运作》及《盛美半导体设备(上海)股份有限公 司章程》(以下简称"《公司章程》")等有关规定,并结合公司实际,特制定 本制度。 (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; (五)具有良好的个人品德,不存在重大失 ...
海辰药业: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-26 16:39
南京海辰药业股份有限公司 独立董事工作制度 (2025 年【6】月) 第一章 总则 第一条 为完善南京海辰药业股份有限公司(以下称"公司")治理结构,规 范公司运作,更好的维护公司整体利益,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》 (以下称"《公司法》")、 《上市公司 独立董事管理办法》(以下简称"《管理办法》")、《上市公司独立董事履职指引》 《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》 (以下简称"《规范运作》")、 《深圳证券交易所创业板股票上市规则》 (以下简称 "《上市规则》")《独立董事和审计委员会履职手册》以及《公司章程》(以下称 "《章程》")的规定,特制定本独立董事工作制度(以下称"本制度")。 第二条 独立董事系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 独立客观判断的关系的董事。 第三条 公司目前设独立董事 3 名。如果《章程》规定的董事会成员人数发 生变更,则公司董事会成员中应当有三分之一以上(包括三分之一)是独立董事, 且至少包括一名会计专业 ...
海量数据: 海量数据独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-26 16:23
北京海量数据技术股份有限公司 独立董事工作制度 二零二五年六月 北京海量数据技术股份有限公司 独立董事工作制度 目 录 北京海量数据技术股份有限公司 独立董事工作制度 第一章 总则 第一条 为完善北京海量数据技术股份有限公司(以下简称"公司")治理结构,促 进公司规范运作,维护公司和股东的利益,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》、《上市公司治理准则》、《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》以 及《北京海量数据技术股份有限公司章程》 (以下简称"《公司章程》")等有关规定,并 结合公司实际情况,制定本制度。 第二条 独立董事是指不在上市公司担任除董事外的其他职务,并与其所受聘的上 市公司及其主要股东、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、规范性文件和《公司章程》的要求,认真履行职责,维护公司整体利 益,保护中小股东的合法权益。 第四条 独立董事应当独立履行职责,不受 ...
闽东电力: 独立董事制度(草案)
Zheng Quan Zhi Xing· 2025-06-25 18:29
Core Points - The document outlines the independent director system for Fujian Mindong Electric Power Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] - 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] - The board of directors must have at least one-third independent directors, including professionals in accounting and law [2][3] Group 1: Independent Director Qualifications - Independent directors must maintain independence and cannot be related to major shareholders or hold significant shares in the company [7][8] - They should possess relevant experience, including at least five years in legal, accounting, or economic fields [8][9] - Independent directors can serve on a maximum of three domestic listed companies to ensure they can fulfill their responsibilities effectively [9][10] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They have the authority to independently hire external consultants for audits or inquiries and can propose meetings to address urgent matters [19][20] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [21][22] Group 3: Meeting and Reporting - The company must hold regular meetings exclusively for independent directors to discuss relevant matters [25][26] - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [33][34] - The company must maintain records of independent directors' activities and ensure they have access to necessary information [15][17] Group 4: Support and Compensation - The company is obligated to provide necessary support and resources for independent directors to perform their duties [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39][40] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their roles [39][40]
新时达: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Points - The document outlines the independent director system of Shanghai New Times Electric Co., Ltd, aiming to enhance corporate governance and ensure independent directors perform their duties without influence from major shareholders or management [1][2][3] Group 1: Independent Director Qualifications and Independence - 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 [2][3] - Independent directors are required to have at least five years of relevant work experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3][4] - The company must have three independent directors, including at least one with accounting expertise, who must meet specific qualifications [3][4] Group 2: Nomination and Election 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 free from conflicts of interest [8][9] - The nomination process requires the consent of the candidate and a thorough review of their qualifications by the board's nomination committee [9][10] - The election of independent directors must follow a cumulative voting system if more than one candidate is nominated [10][11] Group 3: Rights and Responsibilities of Independent Directors - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [15][16] - They have the right to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [16][17] - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [29][30] Group 4: Support and Resources for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities effectively [31][32] - Independent directors should receive timely information and materials related to board meetings to ensure informed decision-making [33][34] - The company must maintain communication channels to facilitate the independent directors' access to relevant information and resources [34][35]
浙江力诺: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
Core Viewpoint - The independent director system of Zhejiang Lino Fluid Control Technology Co., Ltd. aims to enhance corporate governance, protect the interests of minority shareholders, and ensure independent decision-making within the board of directors [1][2]. 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 [1][2]. - Independent directors are required to fulfill their duties independently and are not influenced by the company or its major shareholders [2][4]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, including family ties to major shareholders or significant business relationships [5][6]. - The board must include independent directors making up at least one-third of its members, with at least one being a professional accountant [2][6]. 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 [15][16]. - They must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [18][19]. Group 4: Performance and Reporting - Independent directors are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [26][27]. - The company must provide necessary support and resources for independent directors to perform their duties effectively [15][17]. Group 5: Compensation and Rights - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [33][34]. - They have the right to access information and resources necessary for their role, ensuring they can perform their duties without obstruction [31][32].
航天智造: 独立董事工作细则
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The article outlines the regulations and guidelines for independent directors at Aerospace Intelligent Manufacturing Technology Co., Ltd, emphasizing their roles, responsibilities, and qualifications [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 acting in the best interests of the company and all shareholders, ensuring transparency and accountability in decision-making [2][3]. - Independent directors must comprise at least one-third of the board, with specific requirements for financial expertise [2][3]. Group 2: Committees and Their Functions - The Audit Committee is responsible for reviewing financial information, supervising audits, and ensuring compliance with regulations [3][4]. - The Nomination Committee proposes candidates for directors and senior management, while the Compensation and Assessment Committee sets performance standards and compensation policies [4][5]. Group 3: Qualifications and Selection of Independent Directors - Independent directors must meet specific qualifications, including relevant experience and independence from the company and its major shareholders [5][6]. - The selection process involves nominations from shareholders and requires approval at the shareholders' meeting [12][15]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with ensuring that potential conflicts of interest are addressed and that decisions align with the company's overall interests [20][21]. - They have the authority to hire external consultants for audits and can call for special meetings if necessary [22][23]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and any issues encountered during their tenure [30][31]. - They are required to maintain confidentiality regarding company information and disclose any conflicts of interest [24][25]. Group 6: Compensation and Support - The company must provide adequate support and resources for independent directors to fulfill their responsibilities effectively [51][52]. - Compensation for independent directors should be approved by the shareholders and disclosed in the annual report [55]. Group 7: Implementation and Compliance - The guidelines become effective upon approval by the shareholders and replace any previous regulations [26]. - The board of directors is responsible for interpreting these guidelines and ensuring compliance [58].
华如科技: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
Core Points - The document outlines the independent director system of Beijing Huaru Technology Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their duties effectively [1][2][3] Summary by Sections 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] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting the rights of minority shareholders [3][4] Appointment and Qualifications - The company must have at least two independent directors, making up at least one-third of the board, with at least one being a professional accountant [3][4] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant experience and knowledge [9][10] Responsibilities and Powers - Independent directors have the authority to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [23][24] - They can independently hire external consultants for audits or consultations and propose the convening of shareholder meetings [24][25] Performance and Reporting - Independent directors are required to attend board meetings and can delegate their voting rights if unable to attend [28][29] - They must submit annual reports detailing their performance and any issues encountered during their tenure [36] Support and Compensation - The company is responsible for providing necessary resources and support to independent directors to ensure they can perform their duties effectively [37][38] - Independent directors are entitled to compensation, which must be disclosed in the company's annual report [42] Miscellaneous Provisions - The document includes definitions of key terms such as major shareholders and minority shareholders, and outlines the procedures for amending the independent director system [21][45][46]
龙头股份: 独立董事工作制度(2025年)
Zheng Quan Zhi Xing· 2025-06-23 17:09
Core Points - The document outlines the independent director system of Shanghai Longteng (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 have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors can perform their duties without influence from major shareholders or the actual controller [1][2] Summary by Sections General Principles - The independent director system is established to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2] Qualifications and Appointment of Independent Directors - Individuals who hold significant shares or have close relationships with major shareholders are prohibited from being independent directors [6][7] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [5][6] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][17] - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [16][17] Communication and Reporting - Independent directors must maintain communication with minority shareholders and report on their activities and findings annually [30][31] - The company is required to provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company should provide appropriate compensation for independent directors, which must be approved by the board and disclosed in annual reports [39] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [38]
每日互动: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-23 14:28
Core Points - The document outlines the independent director working system of Daily Interactive Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2] - Independent directors must not have any direct or indirect relationships that could affect their independent judgment [1][2] - The system is designed to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][4] Section Summaries General Provisions - The independent directors are responsible for maintaining the overall interests of the company and protecting the legal rights of minority shareholders [2][4] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [2][4] Qualifications and Appointment - Independent directors must possess independence and cannot hold certain positions or relationships that may compromise their impartiality [6][7] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's shares [5][6] Responsibilities and Duties - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They have special rights to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to equal access to information and must be informed of the company's operational status regularly [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors when hiring professional institutions [37][38] - Independent directors may receive appropriate allowances, which must be approved by the board and disclosed in the annual report [38][39]