独立董事专门会议

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苏宁环球: 独立董事专门会议议事规则
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Viewpoint - The document outlines the rules and procedures for the independent directors of Suning Universal Co., Ltd., emphasizing their role in protecting the rights of all shareholders, particularly minority shareholders, and ensuring independent decision-making [1][2]. Group 1: Independent Directors' 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]. - They are obligated to act in good faith and diligence towards the company and all shareholders, adhering to relevant laws and regulations [1][2]. - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company [1][2]. Group 2: Independent Directors' Meetings - The company is required to hold meetings exclusively attended by independent directors, known as independent directors' special meetings, which must be notified to all independent directors one day in advance [2][3]. - A majority of independent directors must be present for the meeting to be valid, and meetings can be conducted in person or through other communication methods [2][3]. - Independent directors are expected to attend meetings personally or review materials in advance if unable to attend, and they can delegate another independent director to represent them [2][3]. Group 3: Decision-Making and Voting - Certain matters require approval from a majority of independent directors during special meetings, including hiring external consultants, proposing shareholder meetings, and disclosing related party transactions [2][3][4]. - Voting is conducted on a one-vote-per-person basis, and the results must be documented, including any dissenting opinions and their justifications [3][4]. - Meeting records must be maintained for at least ten years, including all relevant documentation and decisions made during the meetings [4][5]. Group 4: Support and Resources for Independent Directors - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties, including operational information and logistical assistance for meetings [4][5]. - The company must cover expenses incurred by independent directors when hiring professional institutions or exercising their rights [4][5]. - Any inconsistencies between this system and relevant laws or the company's articles of association will be governed by national laws and regulations [4].
国检集团: 国检集团2025年第二次独立董事专门会议决议
Zheng Quan Zhi Xing· 2025-08-29 17:02
Group 1 - The company held a special meeting of independent directors on August 28, 2025, to discuss a risk assessment report regarding the loan and deposit business of China National Building Material Group Finance Co., Ltd. [1] - All independent directors unanimously approved the proposal with 3 votes in favor, 0 against, and 0 abstentions [1]. - The independent directors confirmed that the finance company possesses valid financial licenses and business licenses, and complies with the relevant regulations set by the China Banking Regulatory Commission [2]. Group 2 - The finance company has maintained a proper asset-liability ratio in accordance with regulatory requirements and has operated in strict compliance with the management measures for enterprise group finance companies [2]. - The independent directors found no significant deficiencies in the risk management of the finance company since its establishment [2]. - The proposal will be submitted to the company's fifth board of directors for further review [2].
天新药业: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Points - The document outlines the working system for independent director special meetings at Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in corporate governance [1][4] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines [1][4] Group 1: Meeting Procedures - Independent director special meetings can be convened as needed to discuss various company matters, with a requirement for notification at least three days in advance [1][4] - The meetings must be attended by at least half of the independent directors, and decisions require a majority vote [1][4][3] - Meetings can be held in person or through various communication methods, and independent directors must personally attend or delegate their voting rights [1][4] Group 2: Responsibilities and Authority - 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 [1][4] - Independent directors have the authority to hire external consultants for audits or consultations, propose temporary shareholder meetings, and call board meetings [1][4] Group 3: Documentation and Confidentiality - Meetings must have written records that include details such as time, location, attendees, proposals, and voting results [1][4][3] - Independent directors are bound by confidentiality regarding the matters discussed in the meetings and must not disclose any related information [1][4]
上海雅仕: 独立董事专门会议工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
Core Points - The document outlines the working rules for independent director special meetings at Shanghai Yashi Investment Development Co., Ltd, aiming to enhance decision-making, supervision, and consultation roles of independent directors [1][2] - Independent directors are required to act in good faith and diligence, ensuring the protection of minority shareholders' rights [2] Chapter 1: General Principles - The purpose of the independent director special meeting is to improve the internal control system and corporate governance structure of the company [1] - 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] Chapter 2: Responsibilities and Authority - Certain matters must be reviewed by the independent director special meeting and require a majority agreement before being submitted to the board [2] - Special powers of independent directors include hiring intermediaries for audits or consultations and proposing the convening of temporary shareholder meetings [2][3] Chapter 3: Meeting Rules - The company is required to hold regular or irregular independent director special meetings, with notifications provided in advance [3] - Meetings should ideally be held in person, but can also be conducted via video or phone if necessary [4] - Independent directors must attend meetings personally or delegate their voting rights to another independent director with proper authorization [4] Chapter 4: Documentation and Confidentiality - Meeting records must be accurate and reflect the opinions of attendees, and these records should be kept for at least ten years [5][6] - Independent directors are obligated to maintain confidentiality regarding meeting discussions and decisions [5] Additional Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations [8] - The board of directors holds the authority to interpret these working rules [8]
航天电子: 独立董事2025年第三次专门会议决议
Zheng Quan Zhi Xing· 2025-08-27 11:24
Group 1 - The independent directors of the company held their third special meeting in 2025 on August 27, combining in-person and communication methods [1] - The meeting reviewed and approved a risk continuous assessment report regarding Aerospace Technology Financial Co., Ltd., concluding that the company operates in compliance with regulations and has effective internal controls to manage risks [1] - The financial indicators of Aerospace Technology Financial Co., Ltd. meet relevant management requirements, indicating that the risks associated with the financial services business between the company and Aerospace Technology Financial Co., Ltd. are controllable [1] Group 2 - The independent directors reviewed the proposal for signing a management entrustment agreement with China Aerospace Times Electronics Co., Ltd., and concluded that the agreement follows fair and reasonable principles [2] - The unified management of subsidiaries by China Aerospace Times Electronics Co., Ltd. is beneficial for handling management affairs and streamlining management relationships, with no related risks to the subsidiaries involved [2] - The approval procedures for this related party transaction comply with relevant laws, regulations, and the company's articles of association [2]
上海建科: 上海建科咨询集团股份有限公司独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-08-14 16:38
Core Points - The document outlines the special meeting system for independent directors of Shanghai JianKe Consulting Group Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][2] - The independent directors' special meetings are to be held regularly or irregularly, with prior notification and provision of relevant materials [3][4] - A quorum for the meetings requires the presence of more than half of the independent directors [4][5] Summary by Sections - **Meeting Procedures** - Independent directors must personally attend meetings or review materials in advance if unable to attend [2] - Meetings are to be convened by a director elected by a majority of independent directors, with provisions for alternative arrangements if necessary [2][3] - Meetings are primarily held in person but can utilize video or phone conferencing when necessary [3][4] - **Matters for Review** - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [4][5] - Independent directors must seek approval from the special meeting before exercising specific powers, such as hiring external consultants or calling for shareholder meetings [5][6] - **Voting and Documentation** - Voting is conducted on a one-vote-per-person basis, and independent directors must express their opinions clearly during meetings [4][5] - Meeting records must be kept for at least ten years, detailing the independent opinions expressed [5][6] - **Confidentiality and Implementation** - Attendees are bound by confidentiality regarding the discussions held during the meetings [5][6] - The system becomes effective upon approval by the board and is subject to future legal and regulatory changes [6][7]
亚厦股份: 独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-08-12 11:14
Group 1 - The company has established a special meeting for independent directors to ensure effective performance of their duties [1][2] - The special meeting consists entirely of independent directors and is supported by the company for its convening [1][2] - The meeting is convened by a chairperson elected by a majority of independent directors, with the chairperson's term aligned with their tenure as an independent director [1][2] Group 2 - Certain matters must be discussed in the special meeting and require approval from a majority of independent directors before being submitted to the board [2][3] - Independent directors can exercise special powers only after approval from the special meeting, including hiring external consultants and proposing meetings [2][3] - The company is required to disclose any inability to exercise these powers along with the reasons [2][3] Group 3 - The special meeting can be held with a two-thirds attendance of independent directors, and decisions require a majority vote [3][4] - Independent directors must attend the meeting in person or provide written opinions if unable to attend [3][4] - The company must ensure necessary conditions for the meeting, including providing operational information and support from designated departments [3][4] Group 4 - The meeting procedures, voting methods, and resolutions must comply with relevant laws, regulations, and the company's articles of association [4] - Meeting records must be kept for at least ten years, including independent opinions and signatures of attending directors [4] - Confidentiality obligations are imposed on attending independent directors regarding the discussed matters [4] Group 5 - The work rules for the independent directors' special meeting will take effect upon approval by the board [4][5] - Any unresolved matters will be governed by national laws and regulations, and the rules will be amended accordingly [4] - The board holds the authority to interpret these rules [4]