日前，中证投服中心向南网储能董事会提名独立董事候选人张粒子，并就独立董事选任议案向全体 股东公开征集投票权。这也是中证投服中心推进的第三单公开提名上市公司独立董事个案。个人以为， 中证投服中心作为投资者保护机构，在上市公司的公司治理中可发挥更大作用。 现实案例中，有小股东联名提名的独董人选遭否决的，在股东内斗的提名人选遭大股东否决的，还 有的独董因为"独立"遭大股东罢免的。这些现象的出现，从侧面印证着独董制度的短板与缺陷。 作为上市公司的独董，即使呈现出了"独立性"，仍然是远远不够的，更重要的是要在公司治理中发 挥出作用，并非成为摆设。中证投服中心在上市公司的公司治理中发挥作用，可以通过多个方面的途径 实现。 一方面，目前只有三家上市公司的案例，数量明显较少。个人以为，中证投服中心有必要向更多上 市公司提名独董。中证投服中心既是投资者保护机构，又具有"官方"的背景，与中小股东联名提名相 比，其提名的人选更容易获得股东会的通过。 另一方面，在上市公司不再设立监事会后，中证投服中心提名的独董，在当选后应进入上市公司董 事会审计委员会。个中既可行使董事的权利，也可行使监事的职能，达到"一箭双雕"的效果。 此外，由中 ...

尹中余建议，对于融资后数年未找到合理投向的企业，应追溯当时决策董事的责任，即便程序合法，也 需就决策合理性承担相应后果，以此压实董事在再融资环节的履职责任。 而针对如何落实董事勤勉尽责义务，尹中余提出了四大举措： 12月5日至6日，由南方财经全媒体集团主办，21世纪数字传媒承办的南方财经论坛"21世纪卓越董事会 年会"在广州南方财经大厦盛大召开。大会以"新蓝图，新机遇"为主题，联储证券总裁助理尹中余出席 了本次大会并发表主旨演讲。 尹中余指出，董事与股东代表在概念上存在本质的差异。在国内当前公司治理体系中，二者角色常被混 淆，若董事仅作为股东代表履职，董事会便失去了存在的价值。 从本质上看，董事的职责是凭借专业能力为公司整体利益负责，而非单纯代表某一股东的意愿；而股东 代表可依据自身的意愿投票且无需为此承担特殊责任，董事则需对决策的整体性与公允性负责，即便程 序合法，若未维护全体股东利益也需要担责。然而，当前国内对董事的要求仍局限于"遵纪守法"层面， 未能凸显其专业履职的核心义务。 尹中余表示："独立董事制度已经有20多年了，从2000年开始建立，到今年为止已经25年了，但是独立 董事在国内一直被认为是个花瓶 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002790证券简称：瑞尔特 公告编号：2025-038 厦门瑞尔特卫浴科技股份有限公司 第五届董事会第九次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 厦门瑞尔特卫浴科技股份有限公司（以下简称"公司"）第五届董事会第九次（临时）会议（以下简 称"会议"），由公司董事长召集。2025年11月28日，以电子邮件及电话方式向全体董事发出会议通知； 2025年12月4日10时以通讯表决方式召开。 会议应出席的董事9人，实际出席会议的董事9人（其中，委托出席的董事0人，以通讯表决方式出席会 议的董事9人），缺席会议的董事0人。会议由董事长罗远良先生主持，董事会秘书、财务总监列席会 议。 本次会议的召开符合《中华人民共和国公司法》《厦门瑞尔特卫浴科技股份有限公司章程》《厦门瑞尔 特卫浴科技股份有限公司董事会议事规则》的相关规定, 会议决议合法、有效。 二、董事会会议审议情况 1、审议议案一《关于补选独立董事的议案》 表决结果：同意票9票，反对票0票，弃权票0票，议案获得通 ...

Group 1 - The company held its 25th temporary board meeting on November 11, 2025, with all eight directors present, including six via video conference [2][3] - The board approved the reappointment of Zhongshun Yatai Certified Public Accountants as the auditor for the fiscal year 2025, with a unanimous vote of 8 in favor [3][39] - The board also approved the performance incentive plan for senior management for the year 2024, along with several amendments to internal governance documents [5][6][12] Group 2 - The company plans to hold its sixth temporary shareholders' meeting on November 27, 2025, with a registration date of November 24, 2025 [57][59] - The meeting will include voting on various proposals, including the reappointment of the accounting firm and amendments to internal policies [64][65] - The company ensures compliance with relevant laws and regulations in the organization of the shareholders' meeting [58][60]

Core Viewpoint - The transition of leadership at Fuyao Glass, the world's largest automotive glass manufacturer, marks the end of an era led by founder Cao Dewang, who has officially passed the chairman position to his son, Cao Hui, after 37 years of founding the company [1][3]. Group 1: Leadership Transition - Cao Dewang, at 79 years old, has stated that stepping down is beneficial for Fuyao, allowing a new generation to take over [3]. - The succession plan for Cao Hui was meticulously arranged over 18 years, involving hands-on experience in the glass workshop and international market expansion [1][3]. - The transition was smooth due to the long-standing family business tradition of primogeniture, with Cao Hui being groomed as the successor from an early age [3][4]. Group 2: Corporate Governance - Fuyao Glass was the first listed company in China to introduce an independent director system, reflecting Cao Dewang's commitment to transparent corporate governance [6][7]. - The company has continuously improved its independent director system, ensuring that independent directors can effectively protect the interests of minority shareholders [7]. - Fuyao's financial reporting is noted for its strictness and transparency, with revenues exceeding 40 billion yuan, and it is recognized for timely disclosures [7][8]. Group 3: Personal Philosophy and Impact - Cao Dewang's approach to business and life is characterized by transparency and straightforwardness, which has influenced the company's culture and governance [9][13]. - His retirement signifies a significant phase in the company's history, leaving a legacy of pragmatism and foresight that will shape Fuyao's future direction under Cao Hui's leadership [13].

Core Viewpoint - The document outlines the system for independent director special meetings at Shandong Hualu Hengsheng Chemical Co., Ltd., emphasizing the importance of independent directors in corporate governance and their responsibilities to protect the interests of all shareholders, particularly minority shareholders [1][2]. Group 1: Governance Structure - The 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 [1]. - 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 [1][2]. Group 2: Meeting Procedures - The company is required to hold independent director special meetings regularly, with at least one meeting per year, and can hold additional meetings upon request from a majority of independent directors [2][7]. - Meetings should be convened with at least three days' notice, and can be held in person or through other means such as video or phone [2][5]. Group 3: Voting and Decision-Making - Decisions made during independent director special meetings require a majority vote from the independent directors present, with each director having one vote [3][9]. - Certain matters, such as related party transactions and changes to commitments, must be discussed and approved in these meetings before being submitted to the board [3][10]. Group 4: Documentation and Reporting - Meeting records must include details of significant matters discussed, the basis for opinions expressed, and the impact on the company and minority shareholders [4][14]. - Independent directors are required to submit annual reports to the company's annual shareholder meeting, detailing their performance and the outcomes of the special meetings [5][19].

General Principles - The purpose of the guidelines is to improve the governance structure of Guangdong Xingguang Development Co., Ltd. and to ensure the effective functioning of independent directors, thereby protecting the legal rights of the company and its shareholders, especially minority shareholders [2][3] - 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 [3][4] Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and maintaining independence from the company and its major shareholders [4][5] - The company is required to have two independent directors, one of whom must be a professional in accounting [5][6] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board of directors or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [6][7] - The election of independent directors will follow a cumulative voting system, ensuring that the voting results for minority shareholders are counted separately [7][8] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [8][9] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholders' meetings [9][10] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities, including timely access to relevant information [14][15] - Independent directors are entitled to equal rights to information as other board members and should be kept informed about the company's operational status [14][15] Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [12][13] - The company must disclose any related party transactions and ensure that independent directors can report any obstacles they encounter in performing their duties [14][15]

General Principles - The independent director system aims to improve the corporate governance structure of Qijing Machinery Co., Ltd. and protect the interests of the company and its shareholders [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][3] Qualifications - The company will have three independent directors, making up one-third of the board, including at least one accounting professional [3][4] - Independent directors must meet specific qualifications, including having relevant work experience and a good personal character [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [8][9] - The election of independent directors will follow a cumulative voting system, with separate counting for minority shareholders [16] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21] - They must maintain independence and report any situations that may affect their impartiality [22][23] Meeting Procedures - Independent directors can convene special meetings to discuss important matters, requiring a majority presence to proceed [38][39] - Meeting records must be kept for at least ten years, including independent directors' opinions [42][43] Support and Resources - The company must provide necessary working conditions and support for independent directors to fulfill their duties [44][45] - Independent directors are entitled to equal access to information and resources as other board members [46][47] Compensation and Insurance - The company will provide compensation to independent directors that aligns with their responsibilities, and may establish a liability insurance system [50][51]

Core Points - The article outlines the establishment and governance of the independent director system at BAIC Blue Valley New Energy Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director System - The independent director system is established in accordance with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][3] - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3] Group 2: Qualifications and Responsibilities - Independent directors must meet specific independence criteria, including not being related to major shareholders or having significant business dealings with the company [4][5] - They are required to have at least five years of relevant experience and must possess basic knowledge of corporate operations and relevant laws [5][6] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [27][28] Group 3: Nomination and Election - 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 [17][18] - The company must disclose relevant information about independent director candidates before the election [19][20] - Independent directors serve the same term as other board members, with a maximum continuous term of six years [22][23] Group 4: Performance and Reporting - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [23][24] - They are required to submit an annual report detailing their performance and participation in board activities [36][37] - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [38][39]

Core Points - The article outlines the governance structure and operational guidelines for Jiangsu Changqing Agricultural Chemical Co., Ltd, focusing on the role and responsibilities of independent directors [1][2][3]. Group 1: Governance Structure - The company aims to enhance its governance structure to protect the interests of the company and its shareholders, in accordance with relevant laws and regulations [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 board of directors consists of eight members, with at least three independent directors, ensuring that independent directors make up no less than one-third of the board [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7]. - Candidates for independent directors must possess relevant qualifications, such as CPA certification or significant experience in accounting or finance [3][6]. - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's issued shares, and the election must be approved by the shareholders' meeting [5][6]. Group 3: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [18][19]. - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [20][21]. Group 4: Performance Evaluation and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [16][17]. - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [37][38]. - Independent directors must maintain detailed records of their activities and decisions, which should be preserved for at least ten years [15][16].