China International Marine Containers (Group) Co., Ltd. (CIMC) has published an amended version of its “Working Rules for Independent Directors,” effective upon shareholder approval at a forthcoming general meeting. The document sets out stricter qualification criteria, clearer responsibilities, and enhanced disclosure requirements aimed at safeguarding minority-shareholder interests and improving board oversight. Key points follow:

• Board Composition and Expertise – Independent directors must represent at least one-third of total board seats, with no fewer than one accounting professional. – Audit Committee, Nomination Committee, and Remuneration & Appraisal Committee must each be majority-independent and chaired by an independent director.

• Eligibility and Independence – Candidates cannot hold executive or managerial roles within CIMC or its subsidiaries and must be free of material shareholdings or business relationships that could impair objectivity. – An annual self-assessment of independence is required, and the board must publish a corresponding assessment alongside the company’s annual report. – In principle, an individual may serve as an independent director for no more than three domestic listed companies and must not exceed six consecutive years at CIMC.

• Nomination and Removal Procedures – Directors and shareholders holding at least 1% of issued shares may nominate candidates; investor-protection bodies can solicit public nominations. – The Shenzhen Stock Exchange retains veto power over any nominee it deems unqualified. – Should a vacancy arise that breaches the one-third requirement or removes the sole accounting professional, CIMC must fill the seat within 60 days.

• Duties and Oversight Powers – Independent directors may: 1. Engage external advisors to audit or verify company matters. 2. Propose board or extraordinary shareholder meetings. 3. Publicly solicit minority-shareholder voting proxies. – Matters such as related-party transactions, commitment changes, and takeover responses require approval from a majority of all independent directors.

• Workload and Reporting – Directors must spend at least 15 on-site days per year and attend board meetings in person; failure to attend two consecutive meetings triggers a mandatory removal proposal. – An annual duty report to shareholders must detail meeting attendance, committee participation, communication with auditors, site visits, and minority-shareholder interactions.

• Support and Remuneration – CIMC will cover reasonable expenses for external professional advice and may provide liability insurance. – A specific subsidy scheme for independent directors will be proposed by the board and subject to shareholder approval; no other benefits from the company’s major shareholders or related parties are permitted.

The updated rules reinforce CIMC’s compliance with the Company Law, Securities Law, and listing regulations of both Shenzhen and Hong Kong exchanges. The company states that the amendments aim to strengthen decision-making quality, enhance transparency, and protect minority-shareholder rights.