汉宇集团: 董事会提名委员会工作细则

Core Points - The company establishes a Nomination Committee to enhance its governance structure and ensure compliance with relevant laws and regulations [1][2] - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as proposing candidates to the board [1][3] - The committee consists of three members, with two being independent directors, and is chaired by an independent director [2][4] Section Summaries General Provisions - The Nomination Committee is created to regulate the selection of directors and senior management, ensuring adherence to the company's articles of association and relevant laws [1] - The committee is accountable to the board and must submit resolutions and related proposals for board review [1][2] Composition of the Nomination Committee - The committee is composed of three directors, including two independent directors [2] - The nomination of committee members can be proposed by the chairman, a majority of independent directors, or more than one-third of all directors [2][4] Powers of the Nomination Committee - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [3][4] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-acceptance [3] Decision-Making Procedures - The committee must act in accordance with legal obligations and the company's articles of association [4] - The selection process for candidates involves communication with shareholders, internal searches, and thorough evaluations of candidates' qualifications [3][4] Meeting Procedures - Meetings require a three-day notice and must be attended by at least two-thirds of the committee members to be valid [5][6] - Decisions are made through a named voting process, and members must recuse themselves if they have a conflict of interest [5][6] Confidentiality and Record-Keeping - All committee members and attendees are bound by confidentiality regarding meeting discussions [6] - Meeting records must be maintained for at least ten years [6]