影石创新: 董事会提名委员会议事规则

Core Points - The company establishes a Nomination Committee to enhance its corporate governance structure and regulate the selection of senior management and board members [2][3] - The committee consists of three directors, with at least half being independent directors, and is responsible for proposing candidates for the board and senior management [3][4] - The committee's main responsibilities include researching selection criteria, reviewing candidates, and making recommendations to the board [10][11] Group 1: Committee Structure - The committee is composed of three directors, with a majority being independent directors [3][4] - The committee's chairperson is an independent director, elected by the board [3][4] - If the number of committee members falls below two-thirds, the board must promptly appoint new members [4][8] Group 2: Responsibilities and Authority - The committee is tasked with proposing candidates for directors and senior management, as well as reviewing their qualifications [10][11] - The committee must submit its proposals to the board, which is required to respect the committee's recommendations unless there is sufficient evidence to the contrary [11][12] - The committee can seek professional advice from external agencies if necessary, with costs borne by the company [12][13] Group 3: Meeting Procedures - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [8][9] - Meetings can be held in person or via electronic means, and members can delegate their voting rights to another member [9][10] - Meeting notifications must be sent at least three days in advance, detailing the time, location, and agenda [7][8] Group 4: Documentation and Compliance - Meeting minutes must be recorded, signed by attendees, and maintained for at least ten years [10][11] - The committee's rules are subject to national laws and the company's articles of association, with the board holding the interpretation rights [36][37]