General Overview - The document outlines the rules and regulations for the Nomination Committee of Hunan Tianyan Machinery Co., Ltd, aiming to standardize the selection of directors and senior management, optimize the structure of the board, and improve corporate governance [1][2]. Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up more than half of the committee [3]. - The committee members are nominated by the chairman or by more than one-third of the board members and elected by the board [3]. - The committee has a chairperson who is an independent director, responsible for convening and presiding over meetings [3][4]. Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for senior management, reviewing candidates' qualifications, and making recommendations to the board regarding nominations or dismissals [4][5]. - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolutions [5]. Working Procedures - The committee meets as needed, with members notified three days in advance, although emergency meetings can be called with shorter notice [5][6]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [6]. - The committee may invite relevant personnel to attend meetings and must keep detailed records of the proceedings [6][7]. Additional Provisions - The committee may hire external consultants for professional advice, with costs covered by the company [6]. - Members and attendees of the meetings are bound by confidentiality regarding the discussions and decisions made [6][7]. - The rules are effective upon approval by the board and will replace any previous regulations [7].
湖南天雁: 湖南天雁机械股份有限公司董事会提名委员会工作规则(2025年8月修订)