Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of the nomination committee of the board of directors
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
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, the company establishes the nomination committee of the board of directors and formulates these rules of procedure in accordance with the company law of the people’s Republic of China, the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the nomination committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders. It is mainly responsible for selecting and making suggestions on the candidates, selection criteria and procedures of the company’s directors and senior managers, and is directly responsible to the board of directors.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of three directors, of which independent directors account for the majority.
Article 4 the members of the nomination committee shall be nominated by the chairman, 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, who shall be held by an independent director, and the chairman shall 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 the record.
Article 6 The term of office of the nomination committee is the same as that of the board of directors. Members can be re elected after the expiration of their term of office. If a member ceases to hold the post of director during the period, he will automatically lose his qualification as a member, and the committee will make up the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 relevant departments shall be responsible for the daily work liaison and meeting organization of the nomination committee.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the nomination committee are:
(I) personnel and composition of the board of directors according to the company’s business activities, asset scale and equity structure
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of the nomination committee of the board of directors
Make suggestions to the board of directors;
(II) study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors; (III) extensively search for qualified directors and senior managers;
(IV) review the candidates for directors and senior managers and put forward suggestions on the list of candidates; (V) other matters authorized by the board of directors.
Article 9 the proposal of the nomination committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the nomination committee shall, in accordance with the provisions of relevant laws, 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 decision and submit it to the board of directors for approval.
Article 11 selection and appointment procedures of directors and senior managers:
(I) the nomination committee shall actively communicate with relevant departments, study the company’s needs for new directors and senior managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and senior managers within the company, its holding subsidiaries and the talent market;
(III) search the candidate’s occupation, education background, professional title, detailed work experience, all part-time jobs and other information to form written materials;
(IV) solicit the opinions and requirements of the nominees on the nomination. They cannot be selected as directors and senior managers without the consent of the nominees;
(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 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 decision of the board of directors.
Chapter V conference system
Article 12 the meeting of the nomination committee shall be an irregular meeting, which shall be held according to the needs and the proposals of the members of the Committee
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of the nomination committee of the board of directors
All members shall be notified seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members (independent directors) to preside over the meeting.
Article 13 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; Decisions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the nomination committee meeting is show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 when necessary, the nomination committee may invite directors, supervisors, senior managers and heads of relevant departments of the company to attend the meeting as nonvoting delegates.
Article 16 if necessary, the nomination committee may provide professional advice for the decision-making body of the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee must comply with the provisions of relevant laws and regulations, the articles of association and these rules.
Article 18 the meeting of the nomination committee shall be recorded with the following contents: the date, time and place of the meeting, the host, participants, the agenda of the meeting, the key points of each speaker’s speech on each item under consideration, and the voting results of each item. The members attending the meeting shall sign the meeting minutes; 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 of the nomination committee meeting shall be reported to the board of directors in writing. Article 20 members and non voting personnel attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the implementation rules shall come into force 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.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
