大连重工: 董事会专门委员会实施细则（2025年6月）

Core Points - The company has established specialized committees under the board of directors to enhance decision-making processes and improve governance structures [1][12][24] - The committees include the Strategy and ESG Committee, Nomination Committee, Audit and Compliance Management Committee, and Compensation and Assessment Committee, each with defined roles and responsibilities [2][12][24] Group 1: Strategy and ESG Committee - The Strategy and ESG Committee is responsible for researching and proposing suggestions on the company's long-term development strategy, major investment decisions, and ESG-related matters [2][3] - The committee consists of three to seven members, including at least one independent director, and is chaired by the company's chairman [2][3] - The committee's main duties include evaluating major investment financing plans, assessing significant ESG issues, and ensuring the implementation of decisions [4][8] Group 2: Nomination Committee - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, as well as reviewing candidates' qualifications [8][9] - It comprises three to five members, with a majority being independent directors, and is chaired by an independent director [8][9] - The committee's responsibilities include proposing nominations for directors and senior management, as well as ensuring compliance with relevant laws and regulations [9][10] Group 3: Audit and Compliance Management Committee - The Audit and Compliance Management Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with regulations [13][14] - The committee consists of three to five members, with a majority being independent directors, and at least one member must be a professional accountant [14][15] - Key functions include evaluating the effectiveness of the compliance management system, overseeing the conduct of directors and senior management, and proposing the appointment or replacement of external auditors [16][19] Group 4: Compensation and Assessment Committee - The Compensation and Assessment Committee is responsible for establishing and managing the assessment and compensation system for directors and senior management [24][25] - It is composed of three to five members, with a majority being independent directors, and is chaired by an independent director [25][26] - The committee's duties include developing performance evaluation standards, reviewing compensation plans, and ensuring compliance with relevant regulations [27][28]