General Principles - The rules are established to standardize the selection of management personnel, optimize the composition of the board of directors and senior management, and improve the corporate governance structure [1] - The Nomination Committee is a specialized working body established by the board of directors and is responsible to the board [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for non-employee representative directors and senior management, reviewing candidates, and making recommendations to the board [1][2] - The committee's recommendations must be documented in the board's resolutions if not fully adopted, including reasons for non-adoption [1] Decision-Making Procedures - The committee must research the selection criteria and procedures for non-employee representative directors and senior management, and submit decisions to the board for approval [2] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and conducting qualification reviews [2] Meeting Rules - Meetings are called as needed, with a three-day notice required, except in emergencies [3] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [3][4] - Meeting records must be kept, and all attendees are bound by confidentiality [4] Implementation and Amendments - The rules take effect upon approval by the board of directors [4] - Any matters not covered by these rules will follow national laws, regulations, and the company's articles of association [4]
江南新材: 提名委员会议事规则（2025年5月）