利欧股份: 提名委员会工作细则

General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance structure [1] - The Nomination Committee is a specialized body under the board of directors, responsible for proposing candidates, selection criteria, and procedures for directors and senior management [1] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors accounting for more than half [2] - Committee members are nominated by the chairman or by more than half of the independent directors or by more than one-third of all directors, and elected by the board [2] - The committee has a convener, who is an independent director, responsible for presiding over the committee's work [2] Responsibilities of the Committee - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board on various matters [2] - Recommendations include the nomination or dismissal of directors and the hiring or firing of senior management [2] - If the board does not adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption in the board resolution [2] Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management, and prepare written materials [3] - The committee can search for candidates internally and externally, collecting detailed information on potential candidates [3] - Candidates must consent to their nomination before being considered, and the committee must conduct qualification reviews before making recommendations to the board [3] Meeting Rules - The committee must notify all members three days prior to meetings, which are presided over by the chair or an appointed independent director [3] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [3] - Meeting records must be kept, and decisions must be submitted in writing to the board for review [3] Confidentiality and Effectiveness - All committee members have a confidentiality obligation regarding meeting discussions and decisions [4] - The work rules take effect upon approval by the board and will replace any previous rules [4] - Any matters not covered by these rules will be governed by relevant laws and the company's articles of association [4]