问题 单项选择题

下列关于独立董事制度的说法,正确的是:( )

A.甲上市公司董事会认为自己公司规模不大,决定不设立独立董事

B.乙上市公司准备召开董事会会议,但2名独立董事认为提供的资料不充分,遂联合以书面形式向董事会提出延期召开董事会会议,董事会可以不予采纳,但应该说明理由

C.丙上市公司独立董事王某还兼任丙公司法务顾问

D.丁上市公司决定设立薪酬与考核委员会,其中独立董事占多数并担任召集人

答案

参考答案:D

解析:[考点] 独立董事制度 《公司法》第123条规定:“上市公司设独立董事,具体办法由国务院规定。”所以A项错误,上市公司必须设立独立董事。 根据《上市公司治理准则》第46条规定,上市公司董事会会议应严格按照规定的程序进行。董事会应按规定的时间事先通知所有董事,并提供足够的资料,包括会议议题的相关背景材料和有助于董事理解公司业务进展的信息和数据。当2名或2名以上独立董事认为资料不充分或论证不明确时,可联名以书面形式向董事会提出延期召开董事会会议或延期审议该事项,董事会应予以采纳。第49条规定,上市公司应按照有关规定建立独立董事制度。独立董事应独立于所受聘的公司及其主要股东。独立董事不得在上市公司担任除独立董事外的其他任何职务。所以BC皆错误. 根据《上市公司治理准则》第52条规定,上市公司董事会可以按照股东大会的有关决议,设立战略、审计、提名、薪酬与考核等专门委员会,专门委员会成员全部由董事组成,其中审计委员会、提名委员会、薪酬与考核委员会中独立董事应占多数并担任召集人,审计委员会中至少应有一名独立董事是会计专业人士。所以选项D正确,为应选项。

解答题
单项选择题

School authorities often refuse to face the problem of drug-abuse; government drug-abuse agencies have done too little to inform the public about it; many physicians still seem unaware of it when they examine teenagers. As a result, parents may still be the last to know that their children have fallen victim to the drug epidemic that has been raging for more than a decade among American’s youth. In a survey of a middle-income Cincinnati suburb, 38 percent of the sixth grade and 89 percent of the senior class said they used drug and alcohol; 48 percent of the parents thought their children used alcohol, but only 8 percent thought their children used drug.

Fortunately, there is a new force at work against this epidemic—a nationwide movement of more than 400 parent groups formed to expose and battle drug use among teenagers and preteens. The groups have different approaches and widely varying rates of success. Yet this parental crusade is the only major force in the country to have taken active, organized and effective steps aimed at stopping marijuana use.

Why the concentration on marijuana Marijuana is the illegal drug most used by kids. According to a National High School Survey, 44 percent of U. S. high school seniors had smoked pot during their school years, and one out of seven of these were daily or near daily smokers. There was a close-related connection between pot smoking and subsequent use of cocaine and heroin by young men. Of those who had smoked pot fewer than 100 times, seven percent had graduated to cocaine, four percent to heroin. But of those who had smoked pot at least 1,000 times, 73 percent had gone on to cocaine, and one out of three had graduated to heroin.

Parent groups have found that by stopping their kids from smoking pot, they almost automatically stop all other illegal drugs, and cut down on alcohol use as well. The High School Senior Survey’s statistics show that heavy pot smokers tend to be heavy drinkers, while those who do not use pot tend not to drink heavily.

Since virtually all over the country teenage " partying " has come to mean " getting smashed and getting stoned " on anything from pot to pills to hashish, LSD, and alcohol, some parent groups home in on the partying aspect. Parents Who Care (PWC) was started in 1979 by 15 Palo Alto, Calif., parents who were upset by stories of serious drug problems at parties. They held talk sessions with their children and learned that most of their children had never been to a party where the main activity was not getting high. The parents’ solution: workshops showing kids how to give successful drug-and-alcohol-free parties. Says Margery Ranch, PWC director, " We’ve seen a change in attitude. Young people are feeling more comfortable saying no.

According to the passage, which of the following is TRUE()

A. Cutting down alcohol use may help stop drug-abuse

B. Among the illegal drugs, cocaine is very popular among kids

C. Heavy pot smokers are heavy drinkers

D. Giving up pot smoking may contribute to abandoning other illegal drugs