豫光金铅: 河南豫光金铅股份有限公司董事会提名委员会实施细则

General Provisions - The purpose of the implementation rules is to standardize the decision-making process and the selection of senior management, optimize the composition of the board, and improve the corporate governance structure [2] - The Nomination Committee is established as a specialized working body of the board, responsible for selecting candidates for directors and senior management, and making recommendations to the board [2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [3] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations on various matters to the board [5] - The board has the authority to reject plans or proposals that may harm shareholders' interests [5] - Major shareholders must respect the committee's recommendations regarding candidates unless there is sufficient reason or reliable evidence to propose alternatives [5] Decision-Making Procedures - The committee will research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation, and submit resolutions to the board for approval [6] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information about candidates [6] Meeting Rules - Meetings of the Nomination Committee must be announced three days in advance, except in special circumstances [7] - A quorum for meetings requires the presence of at least two-thirds of the committee members [8] - Decisions made in meetings must be recorded, and all members have a confidentiality obligation regarding the discussed matters [8] Supplementary Provisions - The implementation rules take effect upon approval by the board, and previous rules are abolished [9] - Any matters not covered by these rules will be executed according to national laws and regulations [9]