I. Overview of Independent Directors
The so-called independent director refers to a director who is independent of the company's shareholders, does not hold a position in the company, has no important business or professional connection with the company or its management personnel, and makes independent judgments on the company's affairs. An independent director should be defined as a director who only serves as an independent director in a listed company and no longer holds any other position in the company, and has no interest relationship with the listed company and its major shareholders that prevents him from making independent and objective judgments.
Second, the role of independent directors.
Earnestly perform their duties, safeguard the overall interests of the company, and pay special attention to the fact that the legitimate rights and interests of minority shareholders are not harmed, and are not affected by major shareholders, actual controllers or other units or individuals with interests in listed companies.
Third, the difference between independent directors and directors.
Independent directors do not hold other positions in the company except directors, express independent opinions on major issues of the company, enjoy special right to speak, and play the role of supervision and balance, decision support and communication. Directors are elected by shareholders and are responsible for the appointment and removal of major strategies and important personnel of the company.
Four. Duties of independent directors
1. Major related party transactions shall be approved by independent directors and submitted to the board of directors for discussion; Before an independent director makes a judgment, he may employ an intermediary agency to issue an independent financial advisory report as the basis for judgment;
2. Propose to the board of directors the appointment or dismissal of accounting firms;
3. Submit an extraordinary general meeting of shareholders to the board of directors;
4. Propose to convene a board meeting;
5. Independently engage external audit institutions and consulting institutions;
6. Voting rights can be publicly solicited from shareholders before the shareholders' general meeting.