辽宁成大: 辽宁成大股份有限公司董事会提名委员会工作细则

Core Points - The document outlines the operational guidelines for the Nomination Committee of Liaoning Chengda Co., Ltd, aiming to enhance corporate governance and regulate the committee's functions [1][2] Group 1: General Provisions - The Nomination Committee is a specialized body under the Board of Directors, responsible for its operations and reporting directly to the Board [1] - The committee is established to improve the governance level of the company in accordance with relevant laws and regulations [1] Group 2: Composition of the Committee - The committee consists of three to five directors, with a majority being independent directors [2] - 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] - The committee is chaired by an independent director, elected from among its members [2] Group 3: Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2] - It proposes nominations for directors and senior management to the Board, which must document any non-acceptance of the committee's recommendations [2][3] Group 4: Decision-Making Procedures - The committee must research the company's needs for new directors and senior management, and submit written materials to the Board [2] - It can search for candidates internally and externally, collecting detailed information on their qualifications [2] Group 5: Meeting Rules - Meetings can be convened as needed, with notifications sent three days in advance, or immediately in urgent situations [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [4] - Meetings are primarily held in person, but can also utilize various communication methods if necessary [4] Group 6: Miscellaneous Provisions - The guidelines take effect upon approval by the Board and will be interpreted by the Board [6]