Core Viewpoint - The establishment of the Strategic and Sustainable Development (ESG) Committee aims to enhance the company's governance structure, improve decision-making, and strengthen its ESG performance for sustainable growth [1][2]. Group 1: Committee Structure - The ESG Committee consists of three directors, including the chairman and at least one independent director [2]. - The chairman of the company serves as the head of the ESG Committee, responsible for convening and presiding over its meetings [2]. - The term of the ESG Committee aligns with that of the board of directors, allowing for re-election unless disqualified by law or company regulations [2][3]. Group 2: Responsibilities - The ESG Committee is tasked with researching and proposing recommendations on the company's long-term development strategy and major investment decisions [3]. - It oversees ESG matters, including goal setting, policy formulation, risk assessment, and performance evaluation, reporting findings to the board [3][4]. - The committee is responsible for reviewing the company's ESG reports and ensuring the accuracy and completeness of ESG-related disclosures [3][4]. Group 3: Meeting Procedures - Meetings of the ESG Committee are convened as needed, with notifications sent at least three days in advance, except in urgent situations [8][9]. - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [8][9]. - Meeting records must be kept for ten years, and all members have confidentiality obligations regarding the discussed matters [10][11].
大中矿业: 董事会战略与可持续发展（ESG）委员会工作细则