新能泰山: 董事会专门委员会工作规则

Core Points - The company has established a comprehensive governance structure to enhance the effectiveness of the board of directors and its committees [1][2] - The board consists of four specialized committees: Strategic and Investment Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee [1][2] - Each committee is composed of directors, with specific requirements for independent directors and professional qualifications [2][3] Governance Structure - The Strategic and Investment Committee is responsible for long-term strategic planning and ESG-related risk management [4][12] - The Audit Committee oversees financial information disclosure, internal controls, and external audit evaluations [5][13] - The Nomination Committee proposes standards and procedures for selecting directors and senior management [6][15] - The Remuneration and Assessment Committee develops performance evaluation standards and compensation policies for directors and senior management [6][16] Committee Operations - Each committee has defined procedures for meetings, decision-making, and reporting to the board [7][21] - Committees must meet a minimum number of times annually, with the Audit Committee required to meet quarterly [8][21] - Independent directors are expected to attend meetings personally or delegate their voting rights if unable to attend [9][24] Responsibilities and Authority - The Strategic and Investment Committee reviews major investment proposals and capital operations [4][12] - The Audit Committee must approve financial reports and the hiring of external auditors before submission to the board [5][13] - The Nomination Committee must document and disclose reasons for any unadopted recommendations regarding director nominations [6][15] - The Remuneration and Assessment Committee must report on performance evaluations and compensation proposals to the board [6][16] Compliance and Amendments - The governance rules are subject to national laws and regulations, and any conflicts will be resolved in favor of the latest legal provisions [10][30] - The board is responsible for interpreting and amending these rules as necessary [10][31]