Core Points - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimizing the board's composition and improving corporate governance [1][2] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [3][5] - The committee's decisions must be documented and reported to the board, and any recommendations not adopted by the board must be disclosed with reasons [4][5] Structure and Responsibilities - The Nomination Committee is accountable to the board and must ensure that its members have sufficient time and energy to fulfill their duties [1][2] - The committee is tasked with drafting selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [3][4] - Meetings of the Nomination Committee require a two-thirds majority to be valid, and decisions are made by a simple majority of those present [5][6] Operational Guidelines - The committee can hold meetings as needed, with notifications sent out three days in advance, except in urgent situations [4][5] - All members are required to maintain confidentiality regarding the matters discussed in meetings [5][6] - The committee's operational rules are effective upon approval by the board, and previous guidelines are revoked [6][7]
中远海科: 董事会提名委员会工作细则