General Provisions - The company establishes a Board Nomination Committee to improve its governance structure in accordance with relevant laws and regulations [1] - The committee is responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing and recommending qualified candidates [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - 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 has a chairperson who is an independent director, elected from among its members [2] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [2] - The committee may hire external advisors for professional opinions, with costs covered by the company [2] Decision-Making Procedures - The committee must research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation [3] - The selection process includes communication with relevant departments, gathering candidate information, and obtaining consent from nominees [3] Meeting Rules - Meetings require a three-day notice to all members, with provisions for urgent meetings [3] - A quorum of two-thirds of the members is needed for meetings, and decisions require a majority vote [3] - Meetings can be held in person or via communication methods, and records must be kept for ten years [3] Confidentiality and Compliance - All attendees of the meetings are bound by confidentiality regarding the discussed matters [4] - The committee's procedures and decisions must comply with relevant laws and the company's articles of association [4] Miscellaneous - Any issues not covered by these rules will follow national laws and the company's articles of association [4] - The board holds the authority to interpret these rules, which take effect upon board approval [4]
悍高集团: 董事会提名委员会工作细则