Core Points - The establishment of the Strategic and ESG Committee aims to enhance the company's strategic development and governance structure, focusing on long-term strategies, major investment decisions, and sustainable development planning [2][3] - The committee consists of at least three members, including one independent director, and is chaired by the company's chairman [3][4] - The committee is responsible for researching and providing recommendations on the company's long-term development plans, major capital operations, and ESG-related policies [11][12] Composition - The committee must have at least three members, including one independent director, and the chairman serves as the committee's chair [3][4] - Members must meet specific qualifications, including no disqualifying conditions as per company law and good moral character [7][8] Responsibilities - The committee's primary responsibilities include researching the company's long-term development strategies, major capital operations, and ESG policies, as well as reviewing ESG reports [11][12][6] - The committee is accountable to the board of directors and must submit proposals for board and shareholder approval [12] Meeting Procedures - The committee is required to hold at least one meeting annually, with proper notification to all members [7][8] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions are made by majority vote [15][16] Decision-Making Process - Preparation for meetings is conducted by a review group, which submits relevant proposals for discussion [24][25] - Following board approval, detailed feasibility reports are prepared by relevant departments [26] Miscellaneous - The rules are effective upon board approval and are subject to modification as per national laws and regulations [27][29] - The board of directors holds the authority to interpret these rules [30]
上海凤凰: 上海凤凰董事会战略与ESG委员会议事规则