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迈普医学: 董事会提名委员会实施细则(2025年5月)

General Principles - The implementation rules for the Nomination Committee of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. aim to standardize the selection and recruitment process for senior management and optimize the composition of the board and senior management [1][2] - The Nomination Committee is established as a specialized working body under the board of directors, responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing their qualifications [1][2] Composition of Members - The Nomination Committee consists of three directors, with independent directors making up more than half of the committee [2][3] - The 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][3] - The committee has a convener who is elected from among the independent directors and approved by the board [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, selecting qualified candidates, and reviewing their qualifications [3][4] - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management, as well as other matters as authorized by the board [3][4] Decision-Making Procedures - The selection process for directors and senior management involves communication with relevant departments, gathering candidate information, and conducting qualification reviews [5][6] - The committee must seek the consent of nominated individuals before considering them as candidates [5][6] Meeting Rules - The Nomination Committee holds meetings as needed, with a requirement for at least two-thirds of members to be present for decisions [6][7] - Decisions are made by majority vote, and meeting records must be kept for at least ten years [6][7] Supplementary Provisions - The implementation rules take effect upon approval by the board and are subject to revision in accordance with national laws and regulations [8]