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郑州银行: H股公告 - 郑州银行股份有限公司董事会提名委员会工作细则(修订稿)
Zheng Quan Zhi Xing·2025-05-30 05:14

General Overview - The document outlines the work rules for the Nomination Committee of Zhengzhou Bank Co., Ltd, aiming to standardize the nomination process for directors and senior management, optimize the composition and structure of the board, and enhance corporate governance [2][3]. Composition of the Committee - The Nomination Committee must consist of at least three members with relevant professional knowledge and experience, with independent non-executive directors making up more than half of the committee [3][4]. - The chairman of the committee is nominated by the chairman of the board and elected by the board [4][5]. Main Responsibilities - The primary responsibilities of the Nomination Committee include reviewing the structure and composition of the board and management annually, proposing standards and procedures for the appointment of directors and senior management, and ensuring diversity in the board's composition [8][9]. - The committee is also tasked with evaluating the qualifications of candidates for directors and senior management, and supporting the regular assessment of board performance [8][9]. Nomination Policy - The nomination policy aims to ensure that board members possess the necessary skills, experience, and diverse perspectives required for the bank's operations [12]. Work Procedures - The document specifies the procedures for the selection of directors and senior management, including the need for written consent from nominees and the requirement for the committee to conduct qualification reviews [13][14][15]. Meeting Procedures - The Nomination Committee must hold at least one meeting annually, with proper notice provided to all members [16][17]. - Decisions made during meetings require a majority vote from non-related members [19][20]. Confidentiality and Compliance - All members and attendees of the Nomination Committee meetings are obligated to maintain confidentiality regarding sensitive matters discussed [10][26]. - The committee is responsible for ensuring compliance with relevant laws, regulations, and the bank's articles of association [28][29].