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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]
先惠技术: 独立董事提名人声明与承诺(薛文革)
Zheng Quan Zhi Xing· 2025-07-11 10:11
Core Viewpoint - The nomination of Xue Wenge as an independent director candidate for the fourth board of Shanghai Xianhui Automation Technology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][2]. Summary by Relevant Sections Nomination and Qualifications - The nominee has a solid background in relevant fields, including law, economics, accounting, finance, and management, with over five years of experience necessary for fulfilling independent director responsibilities [1]. - The nominee has completed training and obtained certification recognized by the stock exchange [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. - The nominee adheres to additional regulations concerning public officials and independent directors, ensuring compliance with multiple regulatory frameworks [1]. Independence Criteria - The nominee does not have any relationships that could affect their independence, including not being an employee or having direct family ties to the company or its major shareholders [1]. - The nominee does not hold more than 1% of the company's shares or have significant business dealings with the company or its controlling shareholders [1]. Record of Conduct - The nominee has no adverse records, including no administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [2]. - There are no ongoing investigations or significant negative records that would disqualify the nominee from serving as an independent director [2].
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
中辰电缆股份有限公司 独立董事制度 中辰电缆股份有限公司 第一章 总则 第一条 为完善中辰电缆股份有限公司(以下简称公司)治理结构,切实保护 中小股东及利益相关者的利益,促进公司规范运作,公司根据《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》) 《上市公司独立董事管理办法》《中辰电缆股份有限公司章程》(以下简称公司 章程)及其他相关的法律、法规、规范性文件和公司股票上市地证券交易所业务 规则的规定(以下统称"上位规范"),制定本工作制度。 第二条 本制度所称独立董事是指不在公司担任除独立董事外的其他职务, 并与其所受聘的公司及其主要股东、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 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按 照相关法律法规和公司章程的要求,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,尤其要关注中小股东的合法权益 不受损害。 第四条 独立董事应当独立履行职责,不受公司主要股东、控股股东、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 ...
达利凯普: 独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
大连达利凯普科技股份公司 第一章 总 则 第一条 为完善大连达利凯普科技股份公司(以下称"公司")治理结构, 充分发挥独立董事在公司治理中的作用,保护中小股东的合法权益,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》")、《深圳证券交易所创业板股票上市规则》《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 公司独立董事管理办法》(以下简称"《管理办法》")以及《大连达利凯普科 技股份公司章程》(以下简称"《公司章程》")等有关规定,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,并与公司和持有 上市公司百分之五以上股份、持有股份不足百分之五但对公司有重大影响的股东、 实际控制人不存在直接或间接利害关系,或者其他可能影响其进行独立客观判断 关系的董事。 独立董事专门会议指全部由公司独立董事参加,为履行独立董事职责专门召 开的会议。 第二章 议事规则 第四条 公司应当定期或者不定期召开独立董事专门会议,并于会议召开前 三天通知全体独立董事。经全体独立董事一致同意,通知时限可不受本条款限制。 第五条 独立 ...
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
江苏华辰变压器股份有限公司 独立董事工作制度 为进一步完善江苏华辰变压器股份有限公司(以下简称"公司")的法人治理结构 及公司董事会结构,强化对内部董事及经理层的约束和监督机制,保护中小股东及利益 相关者的利益,促进公司的规范运作,根据《江苏华辰变压器股份有限公司章程》(以 下简称"《公司章程》")的规定,并参照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"《独董管理办法》")、 上海证券交易所颁布的《上海证券交易所股票上市规则》(以下简称"《上市规则》") 和《上市公司独立董事履职指引》等相关规定,特制定本工作制度。 第一条 公司建立独立董事制度 (一)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)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、 中国证监会规定、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。独立董事应当独立履 ...