Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the nomination committee of the board of directors
Vanfund Urban Investment&Development Co.Ltd(000638)
Implementation rules of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the selection of the company’s leaders, optimize the composition of the board of directors and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the articles of association and other relevant provisions, the company hereby establishes the Nomination Committee of the board of directors and formulates these implementation rules.
Article 2 the nomination committee of the board of directors is a special working body established by the board of directors, which is mainly responsible for selecting and making suggestions on the candidates, selection criteria and procedures of directors and senior managers of the company.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of three directors, with independent directors accounting for the majority.
Article 4 the members of the nomination committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval.
Article 6 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. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will supplement the number of members according to the provisions of Articles 3 to 5 above.
Chapter III responsibilities and authorities
Article 7 the main responsibilities and authorities of the nomination committee:
(I) 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;
(II) study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors; (III) selection of qualified directors and senior managers;
(IV) review the candidates for directors and senior managers and put forward suggestions;
(V) other matters authorized by the board of directors.
Article 8 the nomination committee shall be responsible to the board of directors, and the proposal of the nomination committee shall be submitted to the board of directors for deliberation and decision; The controlling shareholders should fully respect the recommendations of the nomination committee without sufficient reasons or reliable evidence. No
Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the nomination committee of the board of directors
Then, alternative candidates for directors and senior managers cannot be proposed.
Chapter IV decision making procedures
Article 9 the nomination committee shall, in accordance with the provisions of 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 senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 10 selection procedures of directors and senior managers:
(I) 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;
(II) the nomination committee may select directors and senior managers within the company, holding (participating) enterprises and the talent market;
(III) collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the candidates and form written materials;
(IV) seek the nominee’s consent to the nomination, otherwise they cannot be selected as directors and senior managers;
(V) convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and senior managers;
(VI) one to two months before the election of new directors and the appointment of new senior managers, put forward suggestions and relevant materials to the board of directors on candidates for directors and new senior managers;
(VII) carry out other follow-up work according to the decisions and feedback of the board of directors.
Chapter V rules of procedure
Article 11 the nomination committee shall convene from time to time according to the proposal of the convener and notify all members two days before the meeting. With the unanimous consent of all members, the notice period for convening the meeting may be shortened or exempted, but the convener shall make an explanation at the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 12 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.
Article 13 the voting method of the nomination committee meeting is a show of hands or voting; The meeting can be held by means of communication voting.
Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the nomination committee of the board of directors
Article 14 the nomination committee may invite other directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 15 if necessary, the nominating committee may provide professional advice for the decision-making body of the company.
Article 16 when the nomination committee discusses issues related to the members of the Committee at its meeting, the parties shall withdraw. Article 17 the convening procedures, voting methods, salary policies and distribution plans adopted at the meeting of the nomination committee must comply with the provisions of relevant laws, regulations, the articles of association and these rules.
Article 18 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 the proposals and voting results adopted at the meeting of the nomination committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the implementation rules shall be implemented from the date of adoption of the resolution of the board of directors.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
