Core Points - The company establishes a Nomination Committee to optimize the board composition and improve corporate governance [1][5] - The Nomination Committee is responsible for selecting candidates for the board and senior management, and it consists of three members, two of whom must be independent directors [3][4] - The committee's proposals must be respected by controlling shareholders unless there is sufficient reason or evidence to suggest otherwise [2] Group 1: Committee Structure - The Nomination Committee is formed by three directors, with a majority being independent directors [3] - The chairperson of the committee is an independent director, elected by the committee members and approved by the board [4] - The term of the committee aligns with that of the board, and any vacancies must be filled according to established procedures [3][4] Group 2: Responsibilities and Procedures - The committee's main responsibilities include recommending the size and composition of the board, establishing selection criteria for candidates, and conducting candidate searches [7] - The selection process involves extensive communication with relevant departments, gathering candidate information, and conducting qualification reviews [9][10] - The committee must submit its recommendations to the board at least 10 days before the election of new directors or appointment of new senior management [10] Group 3: Meeting Rules - Meetings of the Nomination Committee require at least two-thirds of members to be present, and decisions must be approved by a majority [12][13] - The committee can invite company directors and senior management to attend meetings if necessary [14] - All meeting proceedings must be documented, and members are bound by confidentiality regarding the discussed matters [19]
久盛电气: 董事会提名委员会议事规则