Geron(SZ:002722) Zheng Quan Zhi Xing·2025-06-17 13:25General Provisions - The company establishes a Board Nomination Committee to regulate the selection and performance of directors and senior management, improving corporate governance structure [1] - The committee is responsible for proposing selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [1] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [3] - The committee is chaired by an independent director, who is responsible for leading the committee's work [4] - Committee members must meet specific qualifications, including legal compliance, independence, relevant knowledge, and a clean personal record [4] Responsibilities and Authority - The committee's main responsibilities include advising on the size and composition of the board, proposing selection criteria for directors and senior management, and reviewing candidates [5][6] - The committee must provide recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [6][10] Meeting Procedures - Meetings are chaired by the committee chair, and a quorum requires attendance from at least two-thirds of the members [7][10] - Meeting notifications must be sent three days in advance, and members must attend in person or delegate their voting rights [7][10] - Meeting records must be kept, detailing attendance, agenda, discussions, and voting results [10][11] Work Evaluation - Committee members can track the performance of directors and senior management during recess periods and have the right to access relevant company documents [13] - They are responsible for evaluating the performance of directors and senior management based on the information gathered [13]