江苏雷利: 董事会提名委员会工作细则（2025年7月）

General Provisions - The purpose of the rules is to standardize the appointment process for directors and senior management, enhance the decision-making function of the board, and improve corporate governance structure [1] - The Nomination Committee is a specialized working body established by the board, responsible for proposing selection criteria and procedures for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - The chairperson of the committee must be an independent director and is responsible for leading the committee's work [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, identifying qualified candidates, and making recommendations to the board [4][5] - The committee is accountable to the board and must submit all research and discussion materials in the form of reports and recommendations [4][5] Working Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [5] - A thorough vetting process for candidates is required, including gathering detailed information on their professional background and obtaining their consent for nomination [5][6] Meeting Rules - Meetings of the Nomination Committee should be convened as needed, with prior notification and provision of relevant materials to all members [6] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6][7] Coordination and Communication - During board recess, the committee can submit written reports on significant matters through the board secretary [7] - Any written reports submitted to the committee by senior management must be signed by the general manager or responsible senior management personnel [7][8] Supplementary Provisions - The rules will be implemented following approval by the board and will be modified as necessary [8] - In case of any discrepancies between these rules and national laws or the company's articles of association, the latter will prevail [8]