天地源: 天地源股份有限公司董事会提名委员会工作条例

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Tiandi Source Co., Ltd, aimed at optimizing the board composition and enhancing corporate governance [2][4]. Group 1: General Provisions - The Nomination Committee is established to regulate the nomination of board candidates and senior management, based on relevant laws and the company's articles of association [2]. - The committee is responsible for formulating selection criteria and procedures for board members and senior management candidates, as well as reviewing their qualifications [2]. Group 2: Composition of the Committee - The committee consists of three directors, with at least two being independent directors [3]. - 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 [3]. Group 3: Responsibilities and Authority - The committee proposes nominations for directors and senior management, as well as other matters authorized by laws, regulations, and the board [4]. - The committee is accountable to the board, which is expected to respect its recommendations regarding candidates [4]. Group 4: Decision-Making Procedures - The nomination process involves communication with relevant departments, qualification reviews, and presenting candidates to the board for approval [4][5]. - The committee can convene meetings as needed, with a requirement for two-thirds of members to be present for decisions [5][6]. Group 5: Meeting Rules - Meetings can be held with prior notice or in urgent situations without prior notice, and decisions require a majority vote [6][7]. - The committee may invite directors and senior management to attend meetings and can hire external advisors for professional opinions if necessary [6][7]. Group 6: Miscellaneous Provisions - The rules state that any unaddressed matters should comply with national laws and the company's articles of association [8]. - The rules come into effect upon approval by the shareholders' meeting and can be amended by the board for shareholder approval [8].