吉林高速: 吉林高速公路股份有限公司董事会提名委员会工作细则

Core Points - The company has established a Nomination Committee to optimize the board composition and standardize the selection of senior management [1][2] - The Nomination Committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [1][2] - The committee consists of five members, with a majority being independent directors [2][3] Group 1: General Provisions - The Nomination Committee aims to enhance corporate governance by following relevant laws and regulations [1] - The committee is a specialized body of the board, tasked with drafting selection criteria and procedures for directors and senior management [1] Group 2: Composition of the Committee - The committee is composed of five members, all of whom are current directors, with independent directors making up more than half [2] - The chairperson of the committee is an independent director, elected by the committee members [2] Group 3: Responsibilities and Authority - The main responsibilities include proposing the scale and composition of the board and senior management [2][3] - The committee is accountable to the board and must submit proposals based on legal and regulatory requirements [2][3] Group 4: Working Procedures - The committee must communicate with relevant departments to assess the need for new directors and managers [3] - A formal meeting must be held to review candidates, and recommendations must be submitted to the board at least one month prior to elections [3][4] Group 5: Meeting Regulations - Meetings require at least two-thirds of the members to be present and can be conducted in person or via communication methods [4] - Decisions must be made by a majority vote, and meeting records must be kept for at least ten years [4][5] Group 6: Confidentiality and Compliance - The committee members have a confidentiality obligation regarding company matters and must not disclose information without authorization [5] - Any unadopted recommendations by the board must be documented along with reasons for non-adoption [5]