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华建集团: 《华东建筑集团股份有限公司董事会提名委员会工作细则》(2025年8月修订)

Core Points - The establishment of the Nomination Committee aims to standardize the selection of senior management and improve corporate governance structure [1][2] - The committee is composed of three directors, with a majority being independent directors, and is responsible for recommending candidates for the board and senior management [2][3] - The committee's main responsibilities include proposing the size and composition of the board, selecting qualified candidates, and reviewing candidates for board and senior management positions [8][9] Composition of the Committee - The committee consists of three directors, with independent directors holding the majority [2] - The chairperson of the committee is an independent director, nominated by the chairman and approved by the board [2][3] - The committee's term aligns with that of the board, and any vacancies are filled according to specified nomination procedures [2][3] Responsibilities and Authority - The committee is tasked with making recommendations on the board's size and composition based on the company's operational status and asset scale [8] - It is responsible for establishing selection criteria for directors and senior management and for reviewing and recommending candidates [8][9] - The committee operates under the authority of the board and cannot make decisions without board delegation [9] Meeting Procedures - Meetings can be convened at the request of the board or committee members, with a minimum notice period of three days [12] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [13] - The committee may invite relevant personnel to attend meetings and can seek professional advice from external agencies if necessary [16][19] Documentation and Reporting - Meeting records must be maintained for at least ten years and shared with the board office [18] - Any dissenting opinions from committee members must be documented in the written recommendations submitted to the board [19] - The board is required to disclose any reasons for not adopting the committee's recommendations [19]