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华鲁恒升: 华鲁恒升独立董事专门会议制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
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].
*ST星光: 独立董事工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
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]
奇精机械: 独立董事工作制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
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]
北汽蓝谷: 独立董事制度
Zheng Quan Zhi Xing· 2025-09-05 12:20
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]
长青股份: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-09-05 10:16
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].
海油工程: 海油工程独立董事工作规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - The article outlines the rules and regulations governing the independent directors of CNOOC Engineering Co., Ltd, emphasizing their rights, obligations, and the importance of their independent judgment [1][2][3] Group 1: General Provisions - 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] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 2: Qualifications of Independent Directors - Candidates for independent directors must meet specific criteria, including having at least five years of relevant work experience and a good personal reputation without significant misconduct records [5][6] - Individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, are prohibited from serving as independent directors [4][6] Group 3: Appointment and Dismissal of Independent Directors - Independent directors are nominated by shareholders holding at least 1% of the company's issued shares and must be elected by the shareholders' meeting [7][8] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [7][8] Group 4: 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 [9][10] - They have the authority to independently hire external consultants for audits or inquiries and can propose the convening of special meetings [9][10] Group 5: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [30][31] - Independent directors should receive equal access to information and resources as other board members to ensure informed decision-making [31][32] Group 6: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [28][29] - The company must disclose any significant issues raised by independent directors during board meetings [11][12]
*ST兰黄: 独立董事工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The article outlines the independent director system of Lanzhou Yellow River Enterprises Co., Ltd., emphasizing the importance of independent directors in enhancing corporate governance and protecting the interests of minority shareholders [1][2]. Summary by Sections General Principles - 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 [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently [2]. Independence and Qualifications of Independent Directors - The company will appoint three independent directors, including at least one accounting professional [2]. - Candidates for independent directors must meet specific qualifications, such as having a CPA license or relevant advanced degrees and experience in accounting or finance [2][3]. Responsibilities and Duties of Independent Directors - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [12][19]. - They have special rights, including the ability to hire external consultants and propose meetings [26][29]. Nomination and Election of Independent Directors - The nomination process for independent directors must be transparent, with candidates required to declare their qualifications and independence [8][9]. - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding the candidates' qualifications [19]. Term and Replacement of Independent Directors - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [10]. - The company must complete the replacement of independent directors within sixty days if their departure affects the required composition of the board [11]. Support for Independent Directors - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties effectively [43][45]. - Independent directors should have equal access to information and be involved in significant decision-making processes [44][47]. Reporting and Accountability - Independent directors must submit annual reports detailing their activities and participation in board meetings [42][20]. - They are required to report any obstacles encountered while performing their duties to the relevant authorities [41][48].
美埃科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The document outlines the independent director working system of Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][25]. Group 1: Independent Director Qualifications - 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 [3][4]. - At least one-third of the board members must be independent directors, including at least one accounting professional [5][6]. - Independent directors are required to have relevant professional qualifications, such as being a registered accountant or having a senior title in accounting, auditing, or financial management [5][6]. Group 2: Independence and Duties - Independent directors must maintain independence and avoid conflicts of interest, including relationships with major shareholders or entities that have significant business dealings with the company [4][5]. - They are obligated to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions on board decisions [6][12]. - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12]. 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 issued shares [7][8]. - Candidates must consent to their nomination and disclose their qualifications and independence [7][8]. - The election of independent directors must be conducted transparently, with all relevant materials submitted to the Shanghai Stock Exchange [7][8]. Group 4: Responsibilities and Reporting - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to keep detailed records of their activities and decisions, which must be preserved for at least ten years [17][19]. - Independent directors must ensure that their opinions on significant matters are clearly documented and disclosed [12][19]. Group 5: Support and Resources - The company is responsible for providing necessary support and resources to independent directors, including access to information and assistance from the board secretary [36][37]. - Independent directors are entitled to hire external consultants for audits or advice, with costs covered by the company [41][42]. - The company must ensure that independent directors have equal access to information as other board members [36][37].
佳都科技: 佳都科技独立董事工作制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Principles - The purpose of the independent director system is to promote the standardized operation of the company, protect the interests of all shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [1][2] Responsibilities and Duties - Independent directors must independently perform their duties without influence from the company or its major shareholders [2] - They are required to attend board meetings, understand the company's operations, and submit annual performance reports to the shareholders' meeting [2][3] - The company must have at least three independent directors, accounting for more than one-third of the board, with at least one possessing appropriate professional qualifications [2][3] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant bad credit records [3][4] - They must maintain independence and cannot be affiliated with the company or its major shareholders [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, and must be approved by the shareholders' meeting [7][8] - The election process must ensure that candidates do not have conflicts of interest [7][8] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [11][19] - Certain matters, such as related party transactions, must be approved by a majority of independent directors before being submitted to the board [19] Reporting and Accountability - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [12][15] - They must ensure confidentiality during the annual report preparation process and can independently hire external auditors if necessary [14][28] Company Support and Compensation - The company must provide independent directors with the necessary resources and support to fulfill their duties, including timely access to information [31][32] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17][18]
三人行: 三人行:独立董事工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the independent director system of Sanrenxing Media Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - 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][3] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure independent directors fulfill their duties [1] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders [1][3] Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including relevant work experience and independence from the company and its major shareholders [2][3] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9][10] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [13][14] Powers and Responsibilities - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants and propose meetings to address significant issues [18][19] Support for Independent Directors - The company must provide necessary resources and support for independent directors to perform their duties effectively [26][27] - Independent directors are entitled to equal access to information and must be informed of company operations regularly [27][28] Reporting and Communication - Independent directors are required to submit annual reports on their performance and maintain communication with minority shareholders [25][26] - The company must ensure timely disclosure of relevant information and support independent directors in their oversight roles [29][30]