法兰泰克: 提名委员会实施细则

General Provisions - The company establishes a Nomination Committee to regulate the selection of leadership personnel and optimize the composition of the board of directors [1][2] - The Nomination Committee is responsible for proposing candidates for directors and senior management, and it reports directly to the board of directors [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors who also serve as the convener [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The committee is tasked with drafting selection criteria and procedures for directors and senior management, and it reviews candidates' qualifications [2][8] - It proposes nominations for directors and appointments or dismissals of senior management to the board [2][8] Decision-Making Procedures - The committee conducts research on the qualifications for new directors and senior management, and submits its decisions to the board for approval [2][10] - The selection process includes communication with relevant departments, searching for candidates, and conducting qualification reviews [3][4] Meeting System - The committee holds meetings as needed, with a requirement for two-thirds of members to be present for decisions to be valid [5][12] - Meeting records must be kept for at least ten years, documenting key details such as date, participants, and voting results [6][19] Supplementary Provisions - The implementation rules take effect upon approval by the board and are subject to relevant national laws and regulations [7][22] - The board holds the authority to interpret these rules [7][24]