来伊份: 提名委员会工作制度（2025年6月修订）

Core Points - The establishment of the Nomination Committee aims to standardize the selection of company leadership, optimize the composition of the board, and improve corporate governance structure [1] - The committee is responsible to the board of directors and consists of five members, with more than half being independent directors [1][2] - The committee's responsibilities include proposing nominations for directors and senior management, as well as reviewing their qualifications [2] Group 1 - The Nomination Committee is a specialized working body established by the board of directors according to shareholder resolutions [1] - The committee is composed of five directors, including at least three independent directors [1][2] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [1][2] Group 2 - The committee is tasked with drafting selection criteria and procedures for directors and senior management, and making recommendations to the board [2] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [2][4] - The committee has the authority to invite other directors and senior management to attend meetings as needed [5] Group 3 - Meetings of the committee require at least two-thirds of members to be present, and decisions must be approved by a majority [5] - The committee can engage intermediary organizations to assist in finding qualified candidates for directors and senior management [5] - Meeting records must be kept, and members are required to maintain confidentiality regarding the matters discussed [5][6] Group 4 - Members with a direct or indirect interest in the matters discussed must disclose their interests and recuse themselves from voting [6] - If the number of members present falls below the legal minimum due to recusals, the board will review the matters [6][7] - The committee's working rules are subject to national laws and regulations, as well as the company's articles of association [7][9]