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丹化科技: 独立董事专门会议工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-01 16:08
Core Points - The document outlines the working rules for independent director special meetings at Danhua Chemical Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][5] - 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] Group 1 - The company must hold at least one independent director special meeting annually, notifying all independent directors three days in advance [2] - Independent director special meetings can be conducted via written votes, and a temporary meeting can be proposed by more than half of the independent directors [2][3] - A quorum for the meeting requires the presence of more than half of the independent directors, who must personally attend or delegate another independent director if unable to attend [2][3] Group 2 - Certain matters must be discussed and approved by the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [2][8] - Independent directors have special rights, including hiring external agencies for audits and proposing temporary shareholder meetings [3][4] - The independent director special meeting must document the basic situation of discussed matters, the basis for opinions, and the legality and compliance of the matters [3][4] Group 3 - Independent directors must express their independent opinions during the meeting, which should be clearly stated and recorded [4][5] - The company is responsible for ensuring the meeting is held and providing necessary working conditions and support for independent directors [4][5] - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [4][5]