Guangxi Liugong Machinery Co.Ltd(000528) working rules of the nomination committee of the board of directors
(revised in December 2021)
catalogue
Chapter I General Provisions Chapter II composition of the Nomination Committee Chapter III responsibilities and authorities of the Nomination Committee Chapter IV working procedures of the Nomination Committee Chapter V rules of procedure of the Nomination Committee Chapter VI avoidance of voting Chapter VII Legal Responsibilities of members of the Nomination Committee 8 Chapter VIII Supplementary Provisions eight
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the nomination procedures of directors and senior managers, and select qualified directors and senior managers for the company, the company shall, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the governance standards of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange The nomination committee of the board of directors (hereinafter referred to as the nomination committee) is established in combination with the actual situation of the company and the provisions of relevant laws, regulations, rules and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the articles of Association (hereinafter referred to as the "articles of association") and the working rules are formulated.
Article 2 the nomination committee is a special committee under the board of directors and is responsible to the board of directors.
Article 3 the nomination committee is responsible for studying the selection criteria and procedures of directors and senior managers and making suggestions; Select qualified candidates for directors and senior managers; Review the candidates for directors and senior managers and put forward suggestions.
Article 4 the term "senior managers" as mentioned in these Rules refers to the chief executive officer (CEO), President, senior vice president, vice president, financial director, Secretary of the board of directors and other personnel recognized by the board of directors as specified in the articles of association.
Chapter II composition of the nomination committee
Article 5 the nomination committee is composed of five directors, of which independent directors shall account for the majority.
Article 6 the members of the nomination committee may be nominated by the chairman, more than half of the independent directors or more than one-third of the directors and elected by the board of directors. The committee shall have a chairman (convener), who shall be an independent director and elected by the board of directors to preside over the work of the Committee.
Article 7 members of the nomination committee shall meet the following conditions:
（1） It is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
（2） Good moral character, professional knowledge or working background in human resource management, enterprise management, finance, law and so on;
（3） Comply with other conditions specified in relevant laws, regulations, rules, normative documents or the articles of association.
Article 8 a person who does not meet the conditions for holding a post specified in Article 7 of these Rules shall not be elected as a member of the nomination committee. If any member of the nomination committee is unfit for the position specified in Article 7 during his term of office, he shall resign on his own initiative or be replaced by the board of directors of the company.
Article 9 The term of office of the nomination committee is the same as that of the board of directors. When the term of office expires, the members can be re elected. During the period, if a member no longer holds the position of director of the company or the position of independent director, resulting in the proportion of independent directors of the committee not meeting the provisions of Article 5 of the detailed rules, he will automatically lose the qualification of member. In order to make the composition of the nomination committee meet the requirements of the detailed rules, the board of directors shall make up the number of members in time according to the detailed rules. Before the board of directors makes up the number of members in time according to the working rules, the original members still perform relevant functions and powers according to the working rules.
Article 10 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the nomination committee. Chapter III functions and powers of the nomination committee
Article 11 the main responsibilities and authorities of the nomination committee are as follows:
（1） Put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company's business activities, asset scale and equity structure;
（2） Study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors; （3） Select qualified candidates for directors and senior managers, review the candidates for directors and senior managers and put forward suggestions;
（4） Formulate training plans for key reserve talents such as senior managers;
（5） Other matters authorized by the board of directors.
Article 12 the nomination committee shall, together with the company's Party committee and human resources department, establish a talent training and selection mechanism for senior managers, formulate a scientific talent training plan, increase the job rotation exchange and training methods of senior managers, and combine management theory with practice; We should establish a talent selection mechanism such as senior managers, determine the selection principle of "selecting people by events, positioning by posts and consistent examination and employment", and realize the diversification of selection methods, including internal promotion and appointment, competitive employment, democratic election and open recruitment.
Article 13 the functions and powers of the nomination committee stipulated in these rules do not exclude the right of qualified shareholders to nominate directors, the chairman of the company to nominate consultants to the board of directors The rights of the chief executive officer (CEO), President, Secretary of the board of directors, and the right of the company's CEO to nominate other senior managers. The above nomination and election procedures shall comply with relevant regulations.
Article 14 the nomination committee shall be given sufficient resources to exercise its functions and powers. The nomination committee has the right to request the board of directors The chief executive officer (CEO) and other senior managers shall fully support the work of the nomination committee and answer the questions raised as soon as possible. The chief executive officer (CEO) and other senior managers shall support the work of the nomination committee and timely provide the nomination committee with the information necessary to perform its duties. Article 15 the director of the nomination committee shall perform the following duties according to law:
（1） Convene and preside over the meeting of the Nomination Committee;
（2） Supervise and inspect the implementation of the resolutions of the nomination committee meeting;
（3） Sign important documents of the Nomination Committee;
（4） Report to the board of directors regularly or according to the work arrangement of the board of directors;
（5） Other functions and powers authorized by the board of directors.
Chapter IV working procedures of the nomination committee
Article 16 the nomination committee shall follow the principle of scientific and democratic decision-making, and major matters and important issues shall be decided through collective discussion. The nomination committee shall, in accordance with relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, study the election conditions, selection procedures and term of office of the company's directors and managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 17 the nomination committee shall set up a working group, which shall be responsible for the preliminary preparations for the relevant work of the nomination committee, provide the written materials of relevant parties of the company, and be responsible for the selection of external talents and the establishment of basic talent pool. The group leader is the Deputy Secretary of the Party committee of the company, and other members of the group are composed of the Work Department of the Party committee, the human resources department and the Secretariat of the board of directors. The daily work is sponsored by the Work Department of the Party committee and assisted by other departments.
Article 18 the nomination committee shall hold a meeting according to the information provided by the working group for discussion, submit relevant resolution materials to the board of directors and feed back to the working group at the same time.
Article 19 election procedures of directors and senior managers:
(i) The working group of the nomination committee shall actively communicate with relevant departments of the company, study the company's needs for new directors and senior managers, and form written materials;
（2） The working group of the nomination committee shall extensively search for candidates for directors and senior managers within the company, holding (participating) enterprises and the talent market, and then submit them to the Nomination Committee;
（3） Before making a decision, the nomination committee shall collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the candidates and form written materials;
（4） The nomination committee is responsible for soliciting the nominee's consent to the nomination, otherwise it cannot be used as a candidate for directors and senior managers;
（5） Convene a meeting of the nomination committee and conduct qualification examination on the primary candidates proposed by the working group of the nomination committee according to the terms of office of directors and senior managers;
（6） One to two months before the election of new directors and the appointment of new senior managers, put forward suggestions and relevant materials on candidates for directors and new senior managers to the board of directors;
（7） Carry out other follow-up work according to the decisions and feedback of the board of directors;
（8） In accordance with relevant national laws and regulations and the articles of association, the nomination committee shall nominate the candidates of the company's president, senior vice president, vice president, financial director, Secretary of the board of directors and other senior managers nominated by the CEO and appointed by the board of directors to the CEO (CEO) put forward relevant suggestions and opinions. Article 20 when performing its functions and powers, the nomination committee has the right to propose to the board of directors the dismissal or dismissal of the company's senior managers who seriously violate laws, administrative regulations, the articles of association or damage the interests of the company.
Chapter V rules of procedure of the nomination committee
Article 21 the members of the nomination committee shall be notified in writing (including e-mail) three days in advance if the meeting of the nomination committee needs to be held in time; an interim meeting may be held upon the proposal of more than half of the members or the convener, and the interim meeting shall be notified three days in advance.
Article 22 the chairman of the nomination committee shall preside over the meeting. If the chairman of the nomination committee is unable to attend, he may entrust an independent director member to preside over the meeting.
Article 23 the meeting notice shall at least include the following contents:
（1） Method, time and place of the meeting;
（2） Duration of the meeting;
（3） Topics to be discussed at the meeting;
（4） Meeting contact person and contact information;
（5） Date of meeting notice.
Article 24 the meeting of the nomination committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. However, those who must withdraw according to relevant laws and regulations or the articles of association shall withdraw when voting at the meeting.
Article 25 members of the nomination committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf.
If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 26 the power of attorney shall be signed by the principal and the agent, and shall at least include the following contents: (1) the name of the principal;
（2） Name of agent;
（3） Agency matters;
（4） Instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the trustee can vote according to his own will in the absence of specific instructions;
（5） Duration of authorization;
（6） Date of signing the power of attorney.
Article 27 If a member of the nomination committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member does not attend the meeting for two consecutive times, nor does he entrust other members to exercise their functions and powers on his behalf, the nomination committee shall request the board of directors to replace him.
Article 28 the voting method of the nomination committee meeting is a show of hands or voting.
Article 29 the meeting of the nomination committee may be held in the form of on-site meeting and communication meeting. Communication meetings include teleconference, video conference and written proposal meeting.
Article 30 when the nomination committee meeting is held in the form of written proposal, the written proposal shall be sent to all members by fax, express mail or personal delivery. After the members vote on the proposal, the original shall be sent back to the company for filing. If the number of members who sign and agree meets the number specified in these rules, the proposal will become a resolution of the nomination committee. Article 31 the nomination committee may hold a meeting and invite other directors, supervisors, Chief Executive Officer (CEO) and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
The working expenses of the nomination committee shall be included in the company's budget. If necessary, the nomination committee may employ intermediaries and other professionals to provide professional opinions for its decision-making. The reasonable expenses incurred by the nomination committee in employing consulting institutions and professionals when exercising its functions and powers shall be borne by the company. The reasonable expenses incurred by the members of the nomination committee to attend the nomination committee meeting shall be paid by the company.
Article 32 the meeting of the nomination committee shall have minutes, which shall be formed after the meeting and submitted to the board of directors. All members attending the meeting shall sign the minutes and resolutions of the meeting. If members present at the meeting disagree with the resolution of the meeting, it shall be indicated in the meeting minutes or meeting minutes. The minutes, resolutions and relevant meeting materials shall be kept by the Secretary of the board of directors as the company's archives, and the retention period shall not be less than ten years during the existence of the company.
Article 33 the minutes of the meeting shall at least include the following contents:
（1） The date and place of the meeting and the name of the convener;
（2） The names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
（3） Agenda of the meeting;
（4） Key points of members' speeches;
（5） The voting method of each resolution or proposal and the voting results indicating the number of votes for, against or abstaining;
（6） Other matters that should be explained and recorded in the minutes of the meeting.
Article 34 the members of the nomination committee or the Secretary of the board of directors of the company shall notify the board of directors of the proposals and voting results adopted at the meeting of the nomination committee no later than the next day after the resolution of the meeting takes effect (unless it is impossible to make such report due to legal or regulatory restrictions).
Article 35 all personnel attending or attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI avoidance of voting
