常山北明: 董事会专门委员会实施细则

Group 1 - The company has established a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The Strategic Committee consists of five directors, including at least one independent director, and is responsible for researching long-term development strategies and major investment decisions [2][3] - The committee's main responsibilities include proposing suggestions for the company's long-term strategic planning, major investment financing plans, and other significant matters affecting the company's development [3][4] Group 2 - The committee will conduct preliminary preparations for decision-making through an Investment Review Group, which will assess major investment projects and provide necessary documentation [4][5] - Meetings of the Strategic Committee require at least two-thirds of members to be present, and decisions must be approved by a majority [4][5] - The committee can invite external experts for professional opinions if necessary, with costs covered by the company [4][5] Group 3 - The company has also established a Nomination Committee to optimize the composition of the board and improve governance structures [5][6] - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, and it must include a majority of independent directors [6][7] - The committee's proposals regarding the nomination or dismissal of directors and senior management must be documented if not fully adopted by the board [8][9] Group 4 - An Audit Committee has been set up to enhance the board's decision-making capabilities and ensure effective supervision of the management [11][12] - The Audit Committee is tasked with reviewing financial information, supervising internal and external audits, and evaluating internal controls [12][13] - The committee must have a majority of independent directors and is required to meet at least quarterly [13][14] Group 5 - A Compensation and Assessment Committee has been established to develop and review performance standards and compensation policies for directors and senior management [18][19] - The committee is responsible for proposing compensation plans, which must be approved by the board and submitted to the shareholders for review [19][20] - The committee's meetings require a two-thirds majority to be valid, and decisions must be documented and reported to the board [20][21]