独立董事职责

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雅创电子: 独立董事年报工作制度 2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:03
Core Viewpoint - The document outlines the responsibilities and procedures for independent directors of Shanghai Yachuang Electronics Group Co., Ltd. in the preparation and disclosure of the annual report, emphasizing the importance of accuracy, completeness, and compliance with regulations [1][2][3]. Group 1: Responsibilities of Independent Directors - Independent directors must diligently perform their duties during the annual report preparation and disclosure process, ensuring the report is true, complete, and accurate without any false records or misleading statements [1][2]. - They are required to listen to reports on the company's annual operational status and significant matters, review the annual audit arrangements, and communicate with the auditing firm [1][2]. - Independent directors should monitor the confidentiality of information during the annual report preparation process and ensure compliance with confidentiality obligations to prevent insider trading [2][3]. Group 2: Communication and Coordination - The company designates the board secretary to facilitate communication between independent directors, the auditing firm, and the management team, creating necessary conditions for independent directors to fulfill their responsibilities [2]. - After each fiscal year, the management must report the company's operational status and significant matters to each independent director within 30 working days, and arrange for site visits [2][3]. Group 3: Audit and Reporting Procedures - Independent directors must meet with the annual audit registered accountants before the board meeting to discuss any issues identified during the audit process, with written records required [2][3]. - They are responsible for signing written confirmation opinions on the annual report, stating whether the report complies with legal regulations and accurately reflects the company's situation [3][4]. - If independent directors have objections regarding the annual report, they can independently hire external audit or consulting firms with the company's expenses covered, provided they have majority agreement among themselves [2][3].
航天软件: 航天软件2024年度独立董事述职报告(李文华)
Zheng Quan Zhi Xing· 2025-03-30 08:51
Core Viewpoint - The independent director of Beijing Shenzhou Aerospace Software Technology Co., Ltd. has diligently fulfilled responsibilities in 2024, ensuring the protection of the interests of the company and its shareholders, particularly minority shareholders [1][7]. Independent Director's Basic Information - The independent director, Li Wenhua, has a strong academic and professional background, holding a doctoral degree and serving in various legal and academic roles since 1995 [1]. - Li has been an independent director for multiple companies, including Zhongcai Technology Co., Ltd. and Luoyang Rural Commercial Bank Co., Ltd. [1]. Independence Statement - Li meets the qualifications for an independent director, with no other positions in the company or its affiliates, and no direct or indirect stock ownership [2]. Annual Performance Overview - Li actively participated in board meetings and shareholder meetings, contributing to the decision-making process and ensuring the protection of shareholder interests [2]. - In 2024, Li attended all six board meetings and three shareholder meetings, demonstrating full engagement [3]. Committee Participation - As the convener of the Compensation and Assessment Committee, Li attended all meetings of the committee, as well as all meetings of the Audit and Risk Committee [3]. Communication with Audit Teams - Li maintained effective communication with both internal and external audit teams, ensuring the quality and fairness of the audit process [3]. Engagement with Minority Shareholders - Li actively communicated with minority investors to understand their concerns and protect their interests [3]. Company Operations and Management - Li conducted on-site visits to the company, maintaining communication with key management personnel to stay informed about operational dynamics [3]. Focus on Related Transactions - Li reviewed related transactions and confirmed that they adhered to fair pricing principles, ensuring no adverse impact on the company or its shareholders [4]. Financial Reporting Oversight - Li monitored the financial reports and internal control evaluations, confirming their compliance with Chinese accounting standards and legal requirements [4]. Audit Firm Appointment - The company appointed Rongcheng Accounting Firm as the auditing agency for 2024, with Li approving the selection after thorough evaluation [5]. Overall Evaluation and Recommendations - Li emphasized the importance of maintaining the rights of all shareholders, particularly minority shareholders, and committed to providing constructive suggestions for the company's sustainable development [7].
悦心健康(002162) - 2024年度独立董事述职报告 (阮永平)
2025-02-27 10:16
上海悦心健康集团股份有限公司 2024年度独立董事述职报告(阮永平) 各位股东及代表: 本人作为上海悦心健康集团股份有限公司(以下简称"公司")独立董事,在2024年度 严格按照《中华人民共和国公司法》(以下简称"公司法")、《上市公司治理准则》和 《上市公司独立董事管理办法》等法律法规,以及《公司章程》、《独立董事工作制度》 等相关规定,忠实履行独立董事职责,积极出席公司相关会议,对公司的生产经营和业务 发展提出合理的建议,充分发挥独立董事的作用,维护公司股东尤其是中小股东的合法权 益。现将2024年度的履职情况报告如下: 一、 独立董事的基本情况 本人阮永平,男,中国国籍,1973年9月生,博士研究生学历,会计学教授,博士生 导师,中国注册会计师协会会员。1995年至1998年,暨南大学金融学专业就读,获经济学 硕士学位,1998年至2001年任职于广东华侨信托投资公司证券总部,先后从事证券发行、 研发与营业部管理工作,并任分支机构负责人;2001年至2005年于上海交通大学管理学院 企业管理专业(公司财务方向)就读,获管理学博士学位;2005年至今在华东理工大学商 学院会计学系从事教学科研工作,任财务研 ...