上市公司独立董事管理

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中化国际: 中化国际第十届董事会独立董事专门会议2025年第三次会议的专项意见
Zheng Quan Zhi Xing· 2025-08-27 11:25
Group 1 - The independent directors of Sinochem International (Holding) Co., Ltd. reviewed the risk assessment report for the first half of 2025 from Sinochem Group Financial Co., Ltd. and found it to be objective and fair [1] - The company possesses the necessary qualifications to conduct its business, and its risk control system does not have significant flaws [1] - Engaging in financial services with Sinochem Group Financial Co., Ltd. is beneficial for improving the company's capital efficiency and aligns with the interests of all shareholders, particularly minority shareholders [1]
湖南天雁: 湖南天雁机械股份有限公司独立董事工作管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:24
Core Points - The document outlines the management measures for independent directors of Hunan Tianyan Machinery Co., Ltd, aiming to enhance governance and clarify the roles and responsibilities of independent directors [1][2][3] Group 1: General Principles - 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] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][5] - Independent directors are required to perform their duties independently and are accountable to the company and all shareholders [3][4] Group 2: Appointment and Qualifications - Independent directors must maintain independence and cannot be individuals with certain relationships or shareholdings in the company [6][7] - Candidates for independent directors must have relevant qualifications, including at least five years of experience in law, accounting, or economics [7][8] - Independent directors can serve on the boards of a maximum of three domestic listed companies [8][9] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [14][15] - They have the authority to independently hire intermediaries for audits or consultations and can propose meetings of the board or shareholders [15][16] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [17][18] Group 4: Performance Evaluation and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with shareholders [28][29] - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties [30][31] - Performance evaluations of independent directors will be conducted annually, considering their contributions and adherence to industry standards [36][37]
西点药业: 独立董事专门会议规则
Zheng Quan Zhi Xing· 2025-08-14 08:19
Core Points - The company establishes rules for independent director meetings to ensure compliance and protect the rights of all shareholders, especially minority shareholders [1] - Independent directors are required to hold at least one regular meeting annually and can convene additional meetings as necessary [2][3] - The company must provide support for the convening of independent director meetings and ensure timely delivery of relevant materials to all independent directors [2][3] Group 1 - Independent director meetings are to be held when specific matters arise, including related party transactions and changes in commitments [1][2] - Meetings can be conducted in person or through other means such as video or phone, ensuring effective communication among independent directors [2][3] - Decisions made during independent director meetings require a majority vote from all independent directors present [3][4] Group 2 - Independent directors must personally attend meetings or provide written opinions if unable to attend [3][4] - Independent directors are obligated to maintain confidentiality regarding meeting discussions and decisions [4][5] - The rules will be executed upon approval by the company's board of directors and will be revised as necessary to comply with national laws and regulations [5]