科捷智能: 提名委员会工作细则

General Provisions - The purpose of the committee is to standardize the selection of directors and senior management, optimize the composition of the board, and improve the corporate governance structure based on relevant laws and regulations [1][2] - The committee is a specialized body under the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [1][3] Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management, as well as other matters as stipulated by laws and the company's articles of association [3] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Meeting Rules - Meetings must be notified to all members three days in advance, and can be convened by the chairperson or a designated member in case of urgency [5][6] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [5][6] Nomination Procedures - The committee actively communicates with relevant departments to assess the needs for directors and senior management [7] - Candidates are sourced from within the company, subsidiaries, talent markets, and other channels, with detailed background checks conducted [7] Documentation and Confidentiality - Meeting records must be kept, including independent directors' opinions, and all attendees are bound by confidentiality regarding the matters discussed [13][14] - The committee may hire external agencies for professional advice, with costs covered by the company [8] Amendments and Interpretation - The rules can be amended by the board and must comply with national laws and regulations [9] - The board is responsible for interpreting these rules [9]