科陆电子: 提名委员会议事规则（2025年8月）

Core Points - The article outlines the rules for the Nomination Committee of Shenzhen Kelu Electronics Technology Co., Ltd, aimed at standardizing the selection of directors and senior management, optimizing the board composition, and improving corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is established as a specialized working body under the board of directors, responsible for recommending qualified candidates for directors and senior management [1]. - The committee consists of three directors, including two independent directors, and is chaired by an independent director [3]. Group 2: Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, recommending qualified candidates, and reviewing candidates' qualifications [3]. - The committee must submit its proposals to the board of directors for approval, and the board is required to respect the committee's recommendations unless there are sufficient reasons to disregard them [10][11]. Group 3: Meeting Procedures - The committee can hold meetings at any time deemed necessary, with a requirement for at least two members to propose a meeting [5]. - Meetings can be conducted in person or through electronic means, and notifications must be sent at least three days in advance, unless urgent circumstances arise [15][16]. Group 4: Voting and Decision-Making - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority of the members present [22]. - The committee's decisions are documented, and meeting records must include details such as date, attendees, agenda, and voting results [30][31]. Group 5: Confidentiality and Compliance - All attendees of the committee meetings are bound by confidentiality regarding the matters discussed and must not disclose any related information [33]. - The rules must comply with relevant laws, regulations, and the company's articles of association [35][36].