Core Points - The company has established a Board Strategic and ESG Committee to enhance decision-making processes and improve the quality of major investment decisions, while promoting sustainable development and strengthening core competitiveness [1][2] - The committee is composed of seven directors, including at least one independent director, and is responsible for formulating long-term development strategies and major investment project reports [1][2] Group 1: Committee Structure - The committee members are nominated by the chairman and elected by more than half of the board members [2] - The committee's term aligns with that of the board, and if a member ceases to be a director, they automatically lose their committee position [2] - The committee includes an Investment Review Group led by the general manager and an ESG Working Group led by the board secretary [2][4] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and proposing long-term development strategies, major investment decisions, and ESG governance matters [3][8] - It is tasked with identifying sustainable development risks and opportunities, conducting research and risk assessments related to ESG, and supervising the implementation of ESG policies [3][8] - The committee is also responsible for reviewing and submitting ESG-related reports to the board [3][8] Group 3: Decision-Making Procedures - The Investment Review Group prepares preliminary work for strategic decisions, including reviewing major investment proposals and issuing opinions [4][5] - The ESG Working Group compiles ESG management systems and annual reports, submitting formal proposals to the committee [5] - The committee holds meetings to discuss proposals from both groups and provides feedback [5][6] Group 4: Meeting Rules - The committee is required to meet at least twice a year, with meetings convened by the chairperson or an independent director in their absence [7][8] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [7][8] - Meeting records are maintained, and all attendees are bound by confidentiality regarding the discussed matters [8][9] Group 5: Implementation and Amendments - The implementation details of the committee are subject to national laws and regulations, and any conflicts with future laws will be resolved accordingly [10] - The committee's rules were first established in April 2024 and revised in June 2025 [10]
中盐化工: 中盐内蒙古化工股份有限公司董事会战略与ESG委员会实施细则(2025年6月修订)