天新药业: 董事会战略与ESG委员会实施细则

Core Points - The establishment of the Strategic and ESG Committee aims to enhance the company's core competitiveness and improve investment decision-making processes [4][5] - The committee is responsible for researching long-term development strategies, major investment decisions, and guiding the implementation of ESG strategies [4][6] - The committee consists of three directors, including at least one independent director, and is chaired by the company's chairman [4][6] Chapter Summaries Chapter 1: General Provisions - The committee is established to adapt to the company's strategic development needs and improve decision-making quality [4] - It is a specialized committee under the board of directors, focusing on long-term strategies and ESG matters [4] Chapter 2: Composition - The committee is composed of three directors, with at least one being independent [4] - The chairman of the board serves as the committee's chairperson [4] Chapter 3: Responsibilities and Authority - The committee's main responsibilities include researching long-term strategies, major investment proposals, and ESG-related policies [4][6] - It assists the board in identifying and assessing ESG-related impacts, risks, and opportunities [4][6] Chapter 4: Decision-Making Procedures - The committee's decision-making process involves preliminary preparation by a working group, which reviews investment proposals and ESG-related matters [5][6] - The committee must convene meetings with at least two-thirds of its members present to make decisions [8] Chapter 5: Meeting Rules - Meetings can be held in person or via remote communication, and decisions require a majority vote from attending members [8][9] - Meeting records must be maintained for at least ten years [8][9] Chapter 6: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations [9] - The board of directors holds the authority to interpret these rules [9]