航天科技: 董事会专门委员会实施细则

Core Points - The article outlines the implementation rules for the specialized committees of the Board of Directors of Aerospace Science and Technology Holdings Group Co., Ltd, aiming to enhance corporate governance and ensure efficient decision-making [1][2][3] Group 1: General Provisions - The rules are established to protect shareholders' rights and improve the corporate governance structure of the company [1] - The specialized committees under the Board include the Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [1][2] Group 2: Audit Committee Implementation Details - The Audit Committee consists of three directors, including two independent directors, with at least one having a professional accounting background [2][3] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - The Audit Committee must meet at least quarterly and can hold additional meetings as necessary [3][4] Group 3: Strategy Committee Implementation Details - The Strategy Committee is composed of seven directors, including one independent director, and is chaired by the company's chairman [7][8] - Its main responsibilities include researching long-term development strategies, equity investment proposals, and guiding ESG-related work [8][9] Group 4: Nomination Committee Implementation Details - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [10][11] - The committee's recommendations must be documented if not fully adopted by the Board [11][12] Group 5: Compensation and Assessment Committee Implementation Details - The Compensation and Assessment Committee is tasked with formulating compensation plans for directors and senior management, which must be approved by the Board and shareholders [14][15] - The committee is composed of three directors, including two independent directors, and is responsible for evaluating the performance of senior management [14][15][16] Group 6: Decision-Making Procedures - Each committee must hold meetings with a quorum of two-thirds of its members present, and decisions require a majority vote [19][34][69] - Committees can hire external advisors for professional opinions, with costs covered by the company [7][10][16] Group 7: Final Provisions - The rules are subject to legal and regulatory compliance, and the Board is responsible for their interpretation and revision [76][77] - The rules take effect upon approval by the Board of Directors [78]