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Jiangsu Shentong: Working Rules of the Nomination Committee of the Board of Directors

  • Categories:Company policy
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  • Time of issue:2012-06-08 14:35
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(Summary description)Article 1 In order to improve the corporate governance structure of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), strengthen the scientific and democratic board election procedures, and optimize the composition of the board of directors, the company has established a board nomination committee.

Jiangsu Shentong: Working Rules of the Nomination Committee of the Board of Directors

(Summary description)Article 1 In order to improve the corporate governance structure of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), strengthen the scientific and democratic board election procedures, and optimize the composition of the board of directors, the company has established a board nomination committee.

  • Categories:Company policy
  • Author:
  • Origin:
  • Time of issue:2012-06-08 14:35
  • Views:
Information

Jiangsu Shentong Valve Co., Ltd.

Working Rules of the Nomination Committee of the Board of Directors

(Approved by the fifth meeting of the second board of directors)

Section 1 General Provisions

 

Article 1 In order to improve the corporate governance structure of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), strengthen the scientific and democratic board election procedures, and optimize the composition of the board of directors, the company has established a board nomination committee.

Article 2 In order to enable the nomination committee to carry out its work in a standardized and efficient manner, the company’s board of directors shall comply with relevant laws, regulations and normative documents such as the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”) and the “Governance Guidelines for Listed Companies”. And the relevant provisions of the "Articles of Association", formulate this working rules.

Article 3 The Nomination Committee is a special deliberative body established by the board of directors in accordance with the resolutions of the shareholders' general meeting. It is mainly responsible for making recommendations on the candidates, conditions, standards and procedures for the directors and managers of the company to be appointed.

Section 2 Staff Composition

Article 4 The members of the nomination committee shall be composed of three directors, of which no less than two independent directors.

Article 5 The members of the Nomination Committee shall be nominated by the chairman of the board, more than one-half of independent directors or one-third of all directors, and shall be elected by the board of directors.

Article 6 The Nomination Committee shall have a director who shall be an independent board member. The chairman of the nomination committee is elected by more than half of all members.

The director of the nomination committee is responsible for convening and presiding over the meeting of the nomination committee. When the chairman of the nomination committee is unable or unable to perform his duties, he shall appoint another member to perform his duties.

Article 7 The term of office of the members of the Nomination Committee is the same as the term of office of directors of the same board of directors. When the number of the nomination committee is less than two-thirds of the prescribed number due to the resignation or removal of members or other reasons, the board of directors of the company shall elect new members as soon as possible.

Before the number of members of the Nomination Committee reaches two-thirds of the prescribed number, the Nomination Committee will suspend the exercise of the functions and powers stipulated in these working rules.

Article 8 The provisions of the "Company Law" and "Articles of Association" on the obligations of directors shall apply to the members of the Nomination Committee.

Section 3 Responsibilities

Article 9 The Nomination Committee is mainly responsible for putting forward opinions or suggestions on the replacement and recommendation of new director candidates and general manager candidates to the company's board of directors.

Article 10 The Nomination Committee mainly exercises the following powers:

(1) Make recommendations to the board of directors on the size and composition of the board of directors based on the company's business activities, asset scale and equity structure;

(2) Study the selection or appointment criteria and procedures of directors, general managers and other senior management personnel, and make recommendations to the board of directors;

(3) Extensive search for qualified directors and general manager candidates;

(4) At the time of the general election of the board of directors, make recommendations to the current board of directors for candidates for the next board of directors;

(5) At the expiration of the term of appointment of the general manager, propose to the board of directors a proposal for a new general manager candidate;

(6) Evaluate the work of directors, general managers and other senior management personnel, and if necessary, put forward opinions or suggestions on the replacement of directors, general managers or other senior management personnel based on the evaluation results;

(7) Other matters stipulated or authorized by laws, regulations, and "Articles of Association".

Article 11 After the nomination committee has reviewed the matters specified in the preceding article of these working rules, it shall form a meeting of the nomination committee and submit relevant proposals to the company’s board of directors.

Article 12 The nomination committee must comply with the relevant provisions of the "Company Law", the "Articles of Association" and these working rules when exercising its functions and powers, and shall not harm the interests of the company and shareholders.

Article 13 When the nomination committee performs its duties, the relevant departments of the company shall provide cooperation, and the company shall bear the necessary expenses.

Article 14 The board of directors shall fully respect the recommendations of the Nomination Committee on the nomination of candidates for directors and general managers.

Section 4 Procedure

Article 15 The committee shall hold at least two meetings a year, and all members shall be notified seven days before the meeting. The meeting shall be chaired by the chairperson. If the chairperson is unable to attend, he may entrust another member (independent director) to chair it.

Article 16 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; the resolutions made by the meeting must be passed by a majority of all members.

Article 17 The voting method of the committee meeting shall be a show of hands or a ballot; an extraordinary meeting may be convened by means of communication voting.

Article 18 When necessary, the nomination committee may invite directors, supervisors and other management personnel of the company to attend the meeting as non-voting delegates.

Article 19 If necessary, the committee may hire an intermediary agency to provide professional advice for its decision-making, and the company shall pay the expenses.

Article 20 The procedures for convening the nomination committee meeting, the voting method and the resolutions passed at the meeting must comply with the relevant laws, regulations, articles of association and these working rules.

Article 21 When the nomination committee meeting discusses issues related to committee members, the parties shall withdraw.

Article 22 The meeting of the Nomination Committee shall have minutes, and the members present at the meeting shall sign the minutes; the minutes shall be kept by the secretary of the company's board of directors.

Article 23 The resolutions and voting results passed at the nomination committee meeting shall be reported to the company’s board of directors in written form.

Article 24 All members present at the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.

Section 5 Supplementary Provisions

Article 25 These working rules shall become effective after the approval of the company’s board of directors and the establishment of the nomination committee of the board of directors upon the approval of the company’s general meeting of shareholders.

Article 26 Matters not covered in these working rules shall be implemented in accordance with relevant national laws, laws and the company's articles of association; if these working rules conflict with the laws, regulations issued in the future or the company's articles of association after legal procedures, the The relevant laws, regulations and the company's articles of association shall be implemented, and amended immediately, and submitted to the board of directors for review and approval.

Article 27 The right to interpret these working rules belongs to the company's board of directors.

 

Jiangsu Shentong Valve Co., Ltd. Board of Directors

October 21, 2010

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