独立董事

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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]
新 希 望: 独立董事候选人声明与承诺(李天田)
Zheng Quan Zhi Xing· 2025-07-14 16:23
三、本人符合中国证监会《上市公司独立董事管理办法》 和深圳证券交易所业务规则规定的独立董事任职资格和条件。 证券代码:000876 证券简称:新希望 公告编号:2025-71 债券代码:127015、127049 债券简称:希望转债、希望转 2 新希望六和股份有限公司 独立董事候选人声明与承诺 声明人李天田作为新希望六和股份有限公司第十届董事 会独立董事候选人,已充分了解并同意由提名人新希望六和 股份有限公司董事会提名为新希望六和股份有限公司(以下 简称该公司)第十届董事会独立董事候选人。现公开声明和 保证,本人与该公司之间不存在任何影响本人独立性的关系, 且符合相关法律、行政法规、部门规章、规范性文件和深圳 证券交易所业务规则对独立董事候选人任职资格及独立性的 要求,具体声明并承诺如下事项: 一、本人已经通过新希望六和股份有限公司第十届董事 会提名委员会或者独立董事专门会议资格审查,提名人与本 人不存在利害关系或者其他可能影响独立履职情形的密切关 系。 ? 是 □ 否 如否,请详细说明:______________________________ 二、本人不存在《中华人民共和国公司法》第一百四十 六条等规定 ...
中材节能: 中材节能股份有限公司独立董事提名人声明及承诺(邱苏浩、谢纪刚、耿利航)
Zheng Quan Zhi Xing· 2025-07-14 16:10
独立董事提名人声明与承诺 (邱苏浩) 提名人中材节能股份有限公司董事会,现提名邱苏浩为中材 节能股份有限公司第五届董事会独立董事候选人,并已充分了解 被提名人职业、学历、职称、详细的工作经历、全部兼职、有无 重大失信等不良记录等情况。被提名人已同意出任中材节能股份 有限公司第五届董事会独立董事候选人(参见该独立董事候选人 声明)。提名人认为,被提名人具备独立董事任职资格,与中材 节能股份有限公司之间不存在任何影响其独立性的关系,具体声 明并承诺如下: 一、被提名人具备上市公司运作的基本知识,熟悉相关法律、 行政法规、规章及其他规范性文件,具有 5 年以上法律、经济、 会计、财务、管理或者其他履行独立董事职责所必需的工作经验。 (三)中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定; (四)中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退(离)休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定(如适用) (五)中共中央组织部《关于进一步规范党政领导干部在企 业兼职(任职)问题的意见》的相关规定(如适用) (六)中共 ...
健民集团: 健民药业集团股份有限公司独立董事候选人声明
Zheng Quan Zhi Xing· 2025-07-14 16:10
本人郭云沛/杨智,已充分了解并同意由提名人健民药业集团股 份有限公司董事会提名为健民药业集团股份有限公司第十一届董事 会独立董事候选人。本人公开声明,本人具备独立董事任职资格,保 证不存在任何影响本人担任健民药业集团股份有限公司独立董事独 立性的关系,具体声明如下: 一、本人具备上市公司运作的基本知识,熟悉相关法律、行政法 规、部门规章及其他规范性文件,具有五年以上法律、经济、会计、 财务、管理或者其他履行独立董事职责所必需的工作经验。 二、本人任职资格符合下列法律、行政法规和部门规章的要求: (一) 《中华人民共和国公司法》关于董事任职资格的规定; (二)《中华人民共和国公务员法》关于公务员兼任职务的规定 (如适用) (三)中国证监会《上市公司独立董事规则》的相关规定; (四)中共中央纪委、中共中央组织部《关于规范中管干部辞去 公职或者退(离)休后担任上市公司、基金管理公司独立董事、独立 监事的通知》的规定(如适用) (五)中共中央组织部《关于进一步规范党政领导干部在企业兼 职(任职)问题的意见》的相关规定(如适用); (六)中共中央纪委、教育部、监察部《关于加强高等学校反腐 倡廉建设的意见》的相关规定(如 ...
实益达: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-13 16:09
第五条 独立董事专门会议应当由过半数独立董事共同推举一名独立董事召 集和主持;召集人不履职或者不能履职时,两名及以上独立董事可以自行召集 并推举一名代表主持。 会议由召集人在会议召开3天前通过邮件、邮寄或电话等方式通知全体独立 董事。经全体独立董事一致同意,临时会议通知时限可不受本条款限制。通知 应包括会议召开日期、地点;会议召开方式;拟审议事项和发出通知的日期。 第六条 独立董事专门会议的表决,实行一人一票。表决方式包括举手表 决、书面表决以及通讯表决方式。 第七条 下列事项应当经公司独立董事专门会议审议,并由全体独立董事 过半数同意后,方可提交董事会审议: 第一条 为进一步完善深圳市实益达科技股份有限公司(以下简称"公司") 的法人治理,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,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》)《深圳证券交易所股票上市规则》(以下简称《上市 规则》)《上市公司独立董事管理办法》(以下简称《管理办法》)等法律、 法规 、规范性文件以及《深圳市实益达科技股份有限公司章程》(以下简称《 公司章程 》)的有关规定,并结 ...
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]