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独立董事年报工作制度
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凯尔达: 独立董事年报工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Points - The document outlines the annual report work system for Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing the responsibilities of independent directors in the preparation and disclosure of the annual report [1][2][3] - It establishes a communication mechanism involving the board chairman, securities department, internal audit, and finance department to facilitate the independent directors' oversight [1][2] - Independent directors are required to ensure the accuracy and completeness of disclosures in the annual report and to maintain confidentiality during the reporting process [2][3] Summary by Sections - **Responsibilities of Independent Directors**: Independent directors must fulfill their duties diligently, ensuring that all necessary disclosures are made accurately and completely in the annual report [1][2] - **Communication and Coordination**: The board secretary is responsible for coordinating communication between independent directors, the accounting firm, and the management team, ensuring that independent directors have the necessary conditions to perform their duties [2][3] - **Management's Role**: The management team is required to cooperate with independent directors, providing timely and accurate information regarding the company's operations and financial status [2][3] - **Meetings and Supervision**: Independent directors must meet with the annual audit accountants to understand any issues discovered during the audit process and must review the board meeting procedures and documentation before the annual report is approved [3][4] - **Annual Report Confirmation**: Independent directors are required to sign a written confirmation of the annual report, and if they have objections, they must state their reasons and disclose them [4] - **External Audits**: If independent directors have objections to specific matters in the annual report, they can independently hire external audit and consulting firms with the agreement of a majority of independent directors [4]
新特电气: 新特电气 独立董事年报工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 12:18
新华都特种电气股份有限公司 独立董事年报工作制度 二〇二五年八月 新华都特种电气股份有限公司 独立董事年报工作制度 新华都特种电气股份有限公司 独立董事年报工作制度 第一条 为进一步完善新华都特种电气股份有限公司(以下简称公司)的治 理结构,加强内部控制建设,夯实年度报告编制工作的基础,提高年度报告信息 披露质量,充分发挥独立董事在年度报告编制、披露工作中的作用,保护全体股 东特别是中小股东的合法权益,根据《深圳证券交易所创业板股票上市规则》 《深 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《上 市公司独立董事履职指引》《上市公司独立董事管理办法》《新华都特种电气股 份有限公司章程》《独立董事工作制度》《信息披露事务管理制度》等有关规定, 特制定本制度。 第二条 公司独立董事应在年报的编制和披露过程中,按照有关法律、行政 法规及《公司章程》等相关规定,切实履行独立董事的责任和义务,勤勉尽责地 开展工作,维护公司整体利益。 第三条 独立董事应督促公司真实、完整、准确地在年报中披露所有应披露 的事项。 第四条 公司董事长为年报沟通机制的第一责任人,董事会办公室为协调部 门,财务部及内 ...
金花股份: 金花企业(集团)股份有限公司独立董事年报工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 10:19
Core Points - The company has established a system for independent directors to enhance the quality of information disclosure and the preparation and disclosure of annual reports [1] - Independent directors are required to fulfill their responsibilities diligently during the annual report preparation, review, and disclosure process [1][2] Group 1 - The management team must provide a comprehensive report to independent directors on the company's production, operation, compliance, and significant financing activities after the end of the fiscal year [2] - Financial officers are required to submit the annual audit work plan and related materials to independent directors before the auditors commence their work [2] - Independent directors should meet with the auditors to discuss the audit process and any issues discovered, with written records of these meetings [2][3] Group 2 - Independent directors must pay attention to the decision-making procedures of the board regarding the annual report before its review [3] - If independent directors have objections to specific matters in the annual report, they can independently hire external audit and consulting firms with the company's costs covered [3] - Independent directors are responsible for reporting any suspected illegal activities by the company or its executives to the board and relevant regulatory bodies [3] Group 3 - Independent directors must sign a written confirmation of the annual report and disclose any concerns regarding its authenticity or completeness [3] - Confidentiality obligations are emphasized for independent directors during the annual report preparation process to prevent insider trading and information leaks [3][4] - The company secretary is responsible for facilitating communication between independent directors and the management team [3][4] Group 4 - The system will be effective from the date of board approval and will be revised according to new laws and regulations [5]
众兴菌业: 独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-08-15 16:36
Core Viewpoint - The document outlines the annual report work system for independent directors of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, emphasizing the importance of governance, internal control, and the responsibilities of independent directors in the annual report preparation and disclosure process [2][5]. Group 1: Governance and Responsibilities - The company aims to enhance its governance mechanism and establish a sound internal control system to ensure independent directors effectively fulfill their roles in annual report information disclosure [2]. - Independent directors are required to diligently perform their duties, ensuring that all necessary disclosures in the annual report are truthful, complete, and accurate [3][4]. - The management must report to independent directors on the company's operational status, investment, financing activities, and significant financial results throughout the year [3][4]. Group 2: Confidentiality and Compliance - Independent directors have a confidentiality obligation during the annual report preparation and must prevent insider information leaks and insider trading violations [3]. - There are specific trading restrictions for independent directors, prohibiting them from buying or selling company stock within certain timeframes before the annual report disclosure [3]. Group 3: Oversight and Communication - Independent directors are responsible for verifying the qualifications of the accounting firm and the auditors involved in the annual report audit [4]. - They must communicate with the auditors regarding various aspects of the company's performance, including revenue, profit changes, and significant financial data variations [4]. Group 4: Review and Approval Process - Before the board meeting to review the annual report, independent directors must ensure that all necessary procedures and documentation are in place for a reasonable and accurate judgment [4]. - Independent directors are required to sign written confirmation opinions on the annual report, and if they have objections, they must state their reasons and disclose them [4][5]. Group 5: External Consultation - If independent directors have dissenting opinions on specific matters in the annual report, they can independently hire external audit and consulting firms, with the associated costs borne by the company [5]. Group 6: Implementation and Amendments - The document stipulates that any matters not covered will be executed according to national laws and regulations, and the board of directors is responsible for interpreting and amending the system [5].
盛视科技: 独立董事年报工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 16:39
盛视科技股份有限公司独立董事年报工作制度 第一条 为完善盛视科技股份有限公司(以下简称"公司")管理治理机制, 加强公司内部控制建设,进一步夯实信息披露编制工作的基础,充分发挥独立董 事在年报信息披露中的监督、协调作用,维护中小投资者的利益,根据《上市公 司独立董事管理办法》、《上市公司治理准则》、《深圳证券交易所股票上市规 则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运 作》等相关法律法规及业务规则,特制订本制度。 第二条 独立董事应在公司年度报告的编制和披露过程中,切实履行独立董 事的责任和义务,勤勉尽责。 第三条 年度报告编制期间,公司相关职能部门和人员应当为独立董事行使 职权提供必要的工作条件,不得限制或者阻碍独立董事了解公司经营运作情况。 第四条 年度报告编制期间,独立董事负有保密义务。在年度报告公布前, 不得以任何形式向外界泄漏年度报告的内容。 第五条 公司应当制订年度报告工作计划,并提交独立董事审阅。独立董事 应当依据工作计划,通过会谈、实地考察、与会计师事务所沟通等各种形式积极 履行独立董事职责。独立董事履行年度报告职责,应当有书面记录,重要文件应 当由当事人签字。 ...
兰生股份: 东浩兰生会展集团股份有限公司独立董事年报工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
东浩兰生会展集团股份有限公司 独立董事年报工作制度 (2025 年 8 月 4 日修订) 第一条 为进一步提高东浩兰生会展集团股份有限公司(以下简称"公司")信 息披露质量,充分发挥独立董事在信息披露方面的作用,根据《上海证券交易所股票 上市规则》的要求及《东浩兰生会展集团股份有限公司章程》 (以下简称"公司章程" 《东浩兰生会展集团股份有限公司独立董事工作制度》、《东浩兰生会展集团股份有 限公司信息披露管理制度》的有关规定,特制定本制度。 第二条 独立董事在公司年报编制和披露过程中,应会同公司审计委员会切实履 行独立董事的责任和义务,勤勉尽责地开展工作。 第三条 每个会计年度结束后 60 日内,公司管理层应向每位独立董事全面汇报 公司本年度的生产经营、规范运作及财务方面的情况和投、融资活动等重大事项的进 展情况,并根据需要安排独立董事实地考察。上述事项应有书面记录,必要的文件应 有当事人签字。 第四条 独立董事应对公司拟聘的会计师事务所是否具有证券、期货相关业务资 格进行核查,对为公司提供年报审计的注册会计师(以下简称"年审注册会计师") 的从业资格进行核查。 第五条 公司财务负责人应在年审注册会计师进场审 ...
金逸影视: 独立董事年报工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The document outlines the work system for independent directors at Guangzhou Jinyi Media Corporation, emphasizing their role in the preparation and disclosure of the annual report, as well as their responsibilities in ensuring compliance with relevant regulations and protecting the interests of minority shareholders [2][4]. Group 1: Responsibilities of Independent Directors - Independent directors are required to actively participate in training organized by regulatory bodies regarding annual report requirements [2]. - They must listen to reports on the company's annual operations and significant matters, providing feedback and suggestions [3]. - Independent directors are responsible for reviewing the annual audit arrangements and related materials before the audit begins [3][6]. Group 2: Communication and Reporting - The management must report the company's operational status and significant financing activities to independent directors within 15 days after the end of each fiscal year [3]. - Independent directors should meet with the annual audit accountants to discuss the audit plan and any issues discovered during the audit process [6][7]. - They are required to prepare and disclose an annual performance report that highlights their duties, focusing on internal controls and the protection of minority shareholders' rights [4][6]. Group 3: Compliance and Oversight - Independent directors must ensure that the company discloses all necessary information in the annual report and may independently hire external audit firms if there are disagreements on specific matters [6][7]. - They are obligated to maintain confidentiality during the annual report preparation and must not trade company shares within specified periods [7]. - The company must provide necessary conditions for independent directors to perform their duties effectively, and any obstruction must be reported to the board and relevant regulatory authorities [5][7].
真视通: 独立董事年报工作制度(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-26 16:47
Core Points - The document outlines the annual report work system for independent directors of Beijing Zhen Shitong Technology Co., Ltd, aiming to enhance the company's operational standards and clarify the responsibilities of independent directors in the annual report process [1][2] Group 1: Responsibilities of Independent Directors - Independent directors are required to ensure that all necessary disclosures in the annual report are truthful, complete, and accurate [3][4] - The chairman of the board is the primary responsible person for the communication mechanism regarding the annual report, while the securities affairs department coordinates the process [1][2] - The management team must cooperate with independent directors to ensure timely, accurate, and complete information is provided [2][3] Group 2: Communication and Oversight - Independent directors must meet with the annual audit registered accountants at least once before the board meeting to discuss issues discovered during the audit process [3][4] - The independent directors are responsible for reviewing the financial reports and ensuring the clarity and completeness of financial information [4][5] - If independent directors have objections regarding the annual report, they must provide written confirmation and can independently hire external audit and consulting firms if necessary [5] Group 3: Confidentiality and Compliance - Independent directors have a confidentiality obligation during the annual report preparation and must prevent insider trading and information leaks [2][3] - They must report any changes in the accounting firm to the regulatory authorities promptly [3][4] - The independent directors are also tasked with reviewing the board meeting procedures and ensuring all necessary documents are in order before the meeting [4][5]
亚世光电: 独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-06-26 16:30
Core Viewpoint - The company aims to enhance its operational standards by establishing clear responsibilities for independent directors in the annual report process, ensuring their supervisory role in the preparation and disclosure of the report [1][2]. Group 1: Responsibilities of Independent Directors - Independent directors are required to diligently fulfill their responsibilities and obligations during the annual report preparation and disclosure process, ensuring the protection of the company's overall interests [1][2]. - They must ensure that all necessary disclosures are made accurately and completely in the annual report [1][2]. - Independent directors are obligated to maintain confidentiality regarding the annual report's content until its official release, preventing insider trading and other violations [2][3]. Group 2: Interaction with Management and Auditors - The management must cooperate with independent directors to provide timely, accurate, and complete information regarding the company's operations and financial status [2]. - Independent directors are to meet with the external auditors after the preliminary audit opinion is issued to understand any issues discovered during the audit process [2][3]. - If independent directors find meeting materials incomplete or insufficient, they can request a postponement of the meeting or the review of the matter [3]. Group 3: Reporting and Accountability - Independent directors must submit an annual performance report to the company's annual shareholders' meeting, detailing their attendance, participation in committees, and communication with minority shareholders [3][4]. - They are required to sign a written confirmation regarding the authenticity, accuracy, and completeness of the annual report, and if there are disagreements, they must provide reasons and disclose their opinions [4]. - Independent directors have the authority to independently hire external audit and consulting firms for specific matters if there are disagreements, with the associated costs borne by the company [4].
杭州高新: 独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-06-17 13:25
Core Viewpoint - The document outlines the annual report work system for independent directors of Hangzhou High-tech Materials Technology Co., Ltd, emphasizing the importance of governance, internal control, and the supervisory role of independent directors in the preparation and disclosure of annual reports [1][2]. Group 1: Responsibilities of Independent Directors - Independent directors must fulfill their responsibilities diligently and protect the overall interests of the company during the annual report preparation and disclosure process [1][2]. - The company’s general manager is required to report on the operational status and significant investment and financing activities to the independent directors during the annual report preparation period [3]. - Independent directors are responsible for inspecting the qualifications of the accounting firm proposed for hiring and the qualifications of the registered auditors [2][3]. Group 2: Communication and Oversight - Prior to the audit, independent directors must communicate with the registered auditors regarding the audit plan, team composition, risk assessment, and key audit areas [2][3]. - Independent directors should hold at least one meeting with the registered auditors after the preliminary audit opinion is issued to discuss any issues discovered during the audit [3][4]. - Independent directors are required to review the procedures and documentation of the board meeting before the annual report is discussed, and they can refuse to attend if there are discrepancies [3][4]. Group 3: Reporting and Documentation - Independent directors must provide written confirmation of the annual report, ensuring the authenticity, accuracy, and completeness of the report [4][5]. - If there are disagreements regarding specific matters in the annual report, independent directors can independently hire external audit and consulting firms, with costs borne by the company [4][5]. - All communications, opinions, or suggestions related to the annual report work must be documented in writing and signed by the parties involved [4][5]. Group 4: Confidentiality and Compliance - Independent directors have a confidentiality obligation during the annual report preparation and must prevent insider trading and information leaks [4][5]. - The company must provide necessary conditions for independent directors to effectively exercise their powers, and relevant personnel must cooperate without obstruction [4][5]. - The document will take effect upon approval by the company's board of directors and will be revised as necessary [5][6].