General Provisions - The company establishes a nomination committee to standardize the selection of directors and senior management, optimize the board composition, and improve the corporate governance structure [1][2] - The nomination committee is responsible for proposing the selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [1][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 more than one-third of all directors, and elected by the board [3] Responsibilities and Authority - The main responsibilities of the nomination committee include advising the board on the size and composition of the board, researching selection criteria for directors and managers, and conducting candidate searches [8] - The committee is accountable to the board, and its proposals must be submitted for board review [9] Decision-Making Procedures - The nomination committee must research the election conditions and selection procedures for directors and managers, and submit resolutions to the board for approval [10] - The committee actively communicates with relevant departments to assess the company's needs for new directors and senior management [11] Meeting Rules - The nomination committee holds at least one regular meeting annually, with members notified three days in advance [12] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [13][14] Confidentiality and Record-Keeping - All attendees of the committee meetings are bound by confidentiality regarding the discussed matters [20] - Meeting records must be kept, and attendees are required to sign the records [18] Miscellaneous - The interpretation rights of these rules belong to the company's board, and any amendments must comply with national laws and regulations [21][22]
*ST原尚: 广东原尚物流股份有限公司提名委员会工作细则