西大门: 董事会专门委员会实施细则

Group 1 - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [2][3] - The committee consists of three directors, with the chairman being the company's chairman [4][5] - The committee is responsible for researching long-term development strategies and major investment decisions, and its proposals are submitted to the board for approval [3][8] Group 2 - The committee has specific responsibilities, including reviewing major investment financing plans and capital operations that require board approval [3][8] - An investment review group is established under the committee to prepare necessary documentation for decision-making [10][11] - The committee meetings require a two-thirds attendance of members to be valid, and decisions are made by majority vote [5][12] Group 3 - The company also establishes a Nomination Committee to optimize the composition of the board and select qualified candidates for directors and senior management [7][8] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for board positions [7][8] - The committee's recommendations must be documented if not fully adopted by the board, along with reasons for non-adoption [8][28] Group 4 - An Audit Committee is formed to ensure effective supervision of financial reporting and internal controls [12][13] - The Audit Committee consists of three directors, with a majority being independent directors, and is tasked with reviewing financial reports and overseeing external audits [12][14] - The committee must ensure that the internal audit department operates independently and effectively [18][19] Group 5 - A Compensation and Assessment Committee is established to develop assessment standards and compensation policies for directors and senior management [25][26] - The committee is responsible for reviewing the performance of directors and senior management and making recommendations for compensation [25][26] - The committee's proposals for compensation plans must be approved by the board before being submitted to the shareholders [28][29]