Working system of independent directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Kbc Corporation Ltd(688598) (hereinafter referred to as "the company"), safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China, the rules for independent directors of listed companies and other laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and the Kbc Corporation Ltd(688598) articles of Association (hereinafter referred to as the articles of association).
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Independent directors shall perform their duties independently and impartially, and shall not be affected by the company's major shareholders, actual controllers or other units or individuals having an interest in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the company and submit his resignation.
Article 4 the independent directors appointed by the company shall ensure that they have enough time and energy to effectively perform their duties. In principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties.
Article 5 the members of the board of directors of the company shall include at least one-third of the independent directors, including at least one accounting professional. Candidates for independent directors shall have basic knowledge of the operation of science and innovation companies, be familiar with relevant laws, administrative regulations, departmental rules and other normative documents, and have more than 5 years of working experience in law, economy, finance, management or other necessary work experience for performing the duties of independent directors, It has obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations of the CSRC.
The above-mentioned candidates nominated as independent directors as accounting professionals shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional qualification of certified public accountant;
(II) having a senior professional title, associate professor title or doctor's degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 if the independent directors fail to meet the independent conditions or other circumstances unsuitable for performing the duties of independent directors, resulting in the failure of the company's independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Article 7 independent directors and persons who intend to serve as independent directors shall participate in and pass the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Article 8 the provisions concerning directors in relevant laws and regulations and the articles of association shall apply to independent directors. Chapter II Conditions of appointment of independent directors
Article 9 to serve as an independent director of the company, he shall have the qualifications suitable for the exercise of his functions and powers:
(I) be qualified to serve as a director of a listed company in accordance with the relevant provisions of national laws, regulations and normative documents;
(II) have the independence required by national regulations and relevant regulations;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) provisions of the civil service law on civil servants holding concurrent posts;
(VI) provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the notice of central management cadres on resigning from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement);
(VII) the provisions of the opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of the leading group of colleges and universities;
(VIII) the provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
(IX) other conditions stipulated by laws, regulations and the articles of association.
Article 10 independent directors must be independent, and the following persons shall not serve as independent directors of the company:
(I) employees in the company or affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, or personnel working in the top five shareholder units of the company and their immediate family members;
(IV) personnel who work in the actual controller of the company and its subsidiaries;
(V) personnel who provide financial, legal and consulting services for the company and its controlling shareholders and their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have had the situations listed in the preceding six items in the most recent year;
(VIII) other personnel stipulated by laws, administrative regulations and departmental rules;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the China Securities Regulatory Commission.
The independent directors of the company shall maintain their independence, ensure that they have enough time and energy to earnestly and effectively perform their duties, continuously pay attention to the situation of the company, carefully review various documents and objectively express independent opinions. When exercising their functions and powers, independent directors shall pay special attention to whether the relevant review contents and procedures meet the requirements of relevant documents issued by the CSRC and other regulatory authorities.
Article 11 candidates for independent directors shall not be under the following circumstances:
(I) he has been subject to administrative punishment by the CSRC in recent 3 years;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the past three years;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not attend the meetings of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Chapter III nomination, election and replacement of independent directors
Article 12 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 13 the nominees of independent directors shall obtain the consent of the nominees before nomination, and the candidates shall make a written commitment to accept the nomination before the shareholders' meeting.
Article 14 the nominee shall fully understand the nominee's occupation, educational background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a statement that there is no relationship between himself and the company that affects his independent and objective judgment.
Before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the regulations and submit the relevant materials of all nominees to Shanghai Stock Exchange. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time. The nominees shall promise that the information of the candidates for directors is true and complete, and ensure that they will earnestly perform their duties as directors after being elected.
Article 15 The term of office of independent directors is the same as that of other directors of the board of directors of the company. Upon expiration of their term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 16 shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently or fail to safeguard the legitimate rights and interests of the company and small and medium-sized investors.
Article 17 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 18 before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 19 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the number of members of the board of directors of the company is lower than the minimum quorum due to the resignation of independent directors, or the number of independent directors is less than 1 / 3 of the members of the board of directors, or there are no accounting professionals among the independent directors, the resignation report of the independent director shall not take effect until the next independent director fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors who intend to resign shall continue to perform their duties in accordance with relevant laws, administrative regulations and the articles of association. Before the re elected independent director takes office, the independent director who intends to resign shall still perform his duties in accordance with laws, administrative regulations and the articles of association. If the number of members of the board of directors is lower than the minimum quorum due to the resignation of independent directors, the board of directors shall convene a general meeting of shareholders to re elect independent directors within two months.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Article 20 if the number of independent directors of the listed company fails to meet the requirements of these rules due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the listed company shall make up the number of independent directors in accordance with the provisions.
Chapter IV special functions and powers of independent directors
Article 21 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 22 in order to give full play to the role of independent directors, in addition to the general functions and powers given to directors by laws, regulations, normative documents and the articles of association, the company shall also give independent directors the following special functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company's recently audited net asset value) shall be submitted to the board of directors for discussion after being approved in advance by independent directors; Before making a judgment, independent directors may hire an intermediary to issue an independent financial advisory report as the basis for their judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) propose to convene the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
When exercising the functions and powers in items (I) to (V) of the preceding paragraph, independent directors shall obtain the consent of more than half of all independent directors; The exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors.
Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the proposals listed in the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 23 independent directors shall employ external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses shall be borne by the company.
Article 24 for the remuneration and assessment, audit and Nomination Committee under the board of directors, independent directors shall account for the majority of the members of the Committee and act as the convener.
Article 25 in addition to attending the meetings of the board of directors on time, independent directors shall ensure that they have at least 10 days each year to conduct on-site investigation and inspection on the company's production and operation status, the construction and implementation of management and internal control systems, and the implementation of the resolutions of the board of directors. If abnormal conditions are found, they shall report to the board of directors and the stock exchange in time.
Article 26 when the independent director finds that the company has the following circumstances, he shall actively perform the obligation of due diligence, timely ask the company in writing, and employ an intermediary institution to conduct special investigation when necessary:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) other situations suspected of violating laws and regulations, violating the articles of association or damaging shareholders' rights and interests.
Article 27 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which shall include the following contents:
(I) the number of times of attending the board of directors and shareholders' general meeting and voting in the previous year;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposed convening of the board of directors, proposed employment or dismissal of external audit institutions and consulting institutions; (V) work done to protect the legitimate rights and interests of public shareholders.
Chapter V independent opinions of independent directors
Article 28 in addition to performing the above duties, independent directors shall also express independent opinions on the following matters to the board of directors or the general meeting of shareholders:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company's financial and accounting reports are issued with non-standard unqualified audit opinions by certified public accountants;
(VII) scheme for relevant parties to change their commitments;
(VIII) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(IX) formulate profit distribution policies, profit distribution and capital reserve
