General Overview - The company has established a Nomination Committee to enhance the governance structure and optimize the composition of the board of directors [3]. Composition of the Committee - The Nomination Committee consists of three members, with at least two being independent directors [4]. - The committee members are elected by the board of directors, with nominations coming from the chairman, more than half of the independent directors, or at least one-third of all directors [5]. - The committee is chaired by an independent director, who is elected from among the committee members [6]. Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, and for reviewing and recommending candidates to the board [11]. - The committee must ensure that its actions comply with relevant laws, regulations, and the company's articles of association [13]. - The committee's recommendations regarding candidates for directors and the general manager should be given due consideration by the board [15]. Meeting Procedures - Meetings of the Nomination Committee should be notified to all members at least three days in advance, with provisions for urgent notifications [19]. - A quorum for meetings requires the presence of at least two-thirds of the committee members [22]. - Decisions made by the committee require a majority vote from all members, including those not present [27]. Voting and Decision-Making - Voting can be conducted through a show of hands or written ballots, with each member having one vote [29]. - The results of the votes must be announced immediately and recorded accurately in the meeting minutes [39]. Record Keeping - Meeting records must be maintained by the company's securities affairs department for a minimum of ten years [11]. - The records should include details such as meeting date, attendees, agenda, and voting results [39]. Implementation and Amendments - The guidelines established for the Nomination Committee will take effect upon approval by the board of directors [42]. - In case of any conflict between these guidelines and the company's articles of association, the latter will prevail [12].
惠通科技: 董事会提名委员会工作细则（2025年8月）