洲际油气: 洲际油气股份有限公司董事会专门委员会实施细则

Group 1 - The company has established a Strategic Committee under the Board of Directors to enhance its core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] - The committee consists of three to five directors, including at least one independent director, and is chaired by the company's chairman [1][2][3] Group 2 - The Strategic Committee does not have a dedicated office and relies on relevant functional departments for assistance, with the option to hire external consultants if necessary [2] - The main responsibilities of the Strategic Committee include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [2][3] - The committee is accountable to the Board of Directors, and its proposals must be submitted for board review and decision [2][3] Group 3 - The Strategic Committee is required to hold at least one meeting annually, with a quorum of two-thirds of its members present for decisions to be valid [3][4] - Meetings can be conducted through various voting methods, including hand votes or written ballots, and must adhere to legal and regulatory requirements [3][4] - Meeting records must be maintained for a minimum of ten years, and all members are bound by confidentiality regarding the discussed matters [4][5] Group 4 - The company has also established an Audit Committee to enhance the decision-making function of the Board and ensure effective supervision of the management [7][8] - The Audit Committee consists of three to five directors, with a majority being independent directors, and is responsible for overseeing internal and external audits [7][8] - The committee's main duties include reviewing financial information, evaluating audit work, and ensuring compliance with internal controls [9][10] Group 5 - The company has a Remuneration and Assessment Committee to manage the evaluation and compensation of directors and senior management [17][18] - This committee is tasked with developing assessment standards and compensation policies for directors and senior management, ensuring alignment with company performance [17][18] - The committee's recommendations regarding compensation must be approved by the Board and disclosed if not fully adopted [19][20] Group 6 - A Nomination Committee has been established to regulate the selection of directors and senior management, optimizing the composition of the Board [23][24] - The committee is responsible for proposing selection criteria, reviewing candidates, and making recommendations to the Board [23][24] - The Nomination Committee's proposals must also be documented and submitted for Board approval [25][26]