海澜之家: 海澜之家集团股份有限公司董事会提名委员会实施细则(2025年5月修订)

General Provisions - The purpose of the implementation rules is to standardize the selection of directors and senior management personnel, optimize the composition of the board of directors and management, and improve the corporate governance structure of the company [1] - The Nomination Committee is established as a specialized working body of the board of directors, responsible for selecting and recommending candidates for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [2] - The 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 of directors [2] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [3] - The committee proposes recommendations for the nomination or dismissal of directors and the hiring or dismissal of senior management [3][4] Meeting Rules - The Nomination Committee meetings should be held with at least two-thirds of the members present, and decisions require a majority vote [4][5] - Meetings can be conducted in person or via video/phone, and all attendees must maintain confidentiality regarding the discussed matters [5][6] Additional Provisions - The implementation rules are subject to national laws and regulations, and the board of directors holds the interpretation rights [6]