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德明利: 提名委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Group 1 - The core purpose of the Nomination Committee is to standardize the selection of directors and senior management personnel, optimize the composition of the board, and improve the corporate governance structure of the company [1][2] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [3][4] - The committee is chaired by an independent director, elected by a majority of the committee members, and its term aligns with that of the board of directors [2][5] Group 2 - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [8][9] - The committee must submit its decisions or recommendations to the board, which must document any reasons for not adopting the committee's suggestions [9][10] - The committee is required to hold at least one meeting annually, with provisions for additional meetings as necessary [12][13] Group 3 - The decision-making process involves researching the company's needs for directors and senior management, gathering candidate information, and conducting thorough evaluations [10][11] - The committee can seek candidates from within the company, its subsidiaries, or the job market, ensuring candidates consent to their nomination [11][12] - Meeting procedures, voting methods, and record-keeping are strictly regulated to ensure transparency and accountability [15][19] Group 4 - The committee may hire external advisors for professional opinions, with costs covered by the company [16] - Confidentiality obligations are imposed on all attendees of the committee meetings regarding discussed matters [20] - The rules and procedures outlined in the guidelines are subject to relevant laws and regulations, and any conflicts will defer to those legal standards [22][25]
新劲刚: 提名委员会工作细则
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The article outlines the work rules for the Nomination Committee of Guangdong Xinjingang Technology Co., Ltd, detailing its responsibilities and procedures for selecting directors and senior management [1][2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection of directors and senior management according to relevant laws and the company's articles of association [1] - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management [1][2] Group 2: Composition of the Nomination Committee - The committee consists of three directors, with at least two being independent directors [2] - The nomination methods for committee members include proposals from the chairman, a majority of independent directors, or one-third of all directors [2][3] Group 3: Meeting Procedures - Meetings require the presence of at least two-thirds of the committee members to be valid [3] - Notifications for meetings must be sent at least seven days in advance, detailing the date, location, and agenda [3][4] Group 4: Decision-Making Process - The committee must adhere to legal obligations and the company's articles of association when making decisions [4][5] - Decisions require a majority vote from the committee members present at the meeting [5][6] Group 5: Additional Provisions - The committee may hire external agencies for decision-making assistance, with costs covered by the company [6][7] - The work rules take effect upon approval by the board and will be revised as necessary [7]
平安电工: 提名委员会议事规则
Zheng Quan Zhi Xing· 2025-07-23 16:23
General Provisions - The company establishes a Nomination Committee to improve its corporate governance structure and regulate the selection of senior management personnel [1][2] - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing and recommending candidates [2][3] Composition of the Committee - The Nomination Committee consists of five directors, with a majority being independent directors [3][4] - The chairperson of the committee is an independent director, elected by the board [3][4] Responsibilities and Authority - The committee is tasked with proposing nominations for directors and senior management, as well as reviewing their qualifications [4][5] - The board must respect the committee's recommendations unless there is sufficient reason to disregard them [4][5] Meeting Procedures - Meetings are convened by the chairperson, and can be held in person or via other communication methods [5][6] - Notice of meetings must be sent to all members at least three days in advance, unless urgent circumstances arise [5][6] Decision-Making Process - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [7][8] - Meeting records must be kept for ten years, and confidentiality regarding meeting matters is mandatory [8][9]