海新能科: 董事会提名和薪酬考核委员会实施细则（2025年08月）

Core Points - The article outlines the implementation details of the Nomination and Remuneration Committee of Beijing Hai New Energy Technology Co., Ltd, aimed at standardizing the nomination and remuneration processes for directors and senior management [1][2][3] Group 1: General Provisions - The committee is established to optimize the composition of the board and regulate the assessment and remuneration management system [1] - The committee is responsible for reviewing and proposing candidates for directors and senior management, as well as examining remuneration policies [1][2] Group 2: Composition of the Committee - The committee consists of 5 to 7 directors, with independent directors making up more than half [2] - The committee is chaired by an independent director, nominated by the chairman and approved by the board [2][3] Group 3: Responsibilities and Authority - The committee is tasked with proposing the nomination or dismissal of directors and the hiring or firing of senior management [10] - It is responsible for formulating assessment standards and remuneration policies for directors and senior management [4][10] Group 4: Decision-Making Procedures - The committee must prepare written materials regarding the needs for directors and senior management before making decisions [6][14] - The committee's decisions require a two-thirds majority of members present to be valid [22][23] Group 5: Meeting Procedures - Meetings can be regular or temporary, with regular meetings held annually [18] - The committee must maintain written records of meetings, which are to be preserved for no less than 10 years [30] Group 6: Conflict of Interest - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [32][33] - The committee can still proceed with discussions if the number of members present meets the legal requirements, even if some members recuse themselves [34]