Core Points - The company has established a Board Strategy and ESG Committee to enhance core competitiveness and improve decision-making processes for major investments and ESG performance [2][3] - The committee is responsible for researching and proposing recommendations on long-term sustainable development strategies, major investment decisions, and ESG-related matters [4] Group 1: Committee Structure - The committee consists of five directors, with the chairman serving as the head [3] - The committee's term aligns with that of the board, and members can be re-elected [3] - An Investment Review Group is established under the committee to prepare for decision-making [3][5] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and ESG goals [4] - It is tasked with identifying and monitoring ESG-related risks and opportunities that significantly impact the business [4] - The committee is accountable to the board and submits proposals for board review [4][9] Group 3: Decision-Making Process - The Investment Review Group is responsible for initial assessments and preparing relevant materials for the committee [10] - The committee holds meetings to discuss proposals and provides feedback to the Investment Review Group [11] - Meetings must have a quorum of two-thirds of members, and decisions require a majority vote [13][14] Group 4: Meeting Procedures - The committee is required to hold at least two meetings annually, with proper notice and documentation [12] - Meeting records must be maintained for at least ten years, and confidentiality obligations are imposed on members [16][20] - The committee can hire external advisors for professional opinions as needed [16] Group 5: Implementation and Amendments - The implementation rules take effect upon the company's H-share listing on the Hong Kong Stock Exchange [21] - Any amendments to the rules will be subject to relevant laws and regulations [22][23]
潮宏基: 董事会战略与ESG委员会实施细则(草案)(H股发行并上市后适用)