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Jiangsu Shentong Valve Co., Ltd. Nomination Committee of the Board of Directors Working Rules
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Working Rules of the Nomination Committee of the Board of Directors
(Revised at the third meeting of the sixth session of the 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"), enhance the scientific and democratic election procedures of the board of directors, and optimize the composition of the board of directors, the company specially establishes a nomination committee of the board of directors.
Article 2 In order to enable the Nomination Committee to carry out its work in a standardized and efficient manner, the Board of Directors of the Company shall formulate these working rules in accordance with the Company Law of the the People's Republic of China (hereinafter referred to as the "Company Law"), the Code of Governance of Listed Companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Articles of Association of the Company.
Article 3 the nomination committee is a special deliberative body established by the board of directors in accordance with the resolution of the general meeting of shareholders. It is mainly responsible for making suggestions on the candidates, conditions, standards and procedures of the proposed directors and managers of the company.
Section 2 Composition of Personnel
Article 4 The members of the Nomination Committee shall be composed of three directors, of which no less than two shall be independent directors.
Article 5 the members of the nomination committee shall be nominated by the chairman of the board of directors, independent directors at or above the 1/2 of directors or the 1/3 of all directors, and shall be elected by the board of directors.
Article 6 The Nomination Committee shall have a chairman, who shall be an independent director. The chairman of the nomination committee shall be elected by 1/2 or more of all the members.
The chairman of the nomination committee is responsible for convening and presiding over the meetings 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 on his behalf.
Article 7 The term of office of the members of the Nomination Committee shall be the same as that of the directors of the same board of directors. When the number of members of the nomination committee is lower than the specified number due to the resignation or removal of 2/3 members or other reasons, the company's board of directors shall elect new members as soon as possible.
Until the number of members of the nomination committee reaches the 2/3 of the prescribed number, the nomination committee shall suspend the exercise of the functions and powers stipulated in these working rules.
Article 8 The provisions of the Company Law and the Articles of Association on the obligations of directors shall apply to members of the Nomination Committee.
Section 3 Duties and Authority
Article 9 the nomination committee is mainly responsible for proposing opinions or suggestions on the replacement and recommend of candidates for new directors and senior managers to the board of directors of the company.
Article 10 The Nomination Committee shall mainly exercise the following functions and powers:
The (I) makes recommendations to the board of directors on the size and composition of the board of directors based on the company's business activities, asset size and equity structure;
(II) study the criteria and procedures for the selection or appointment of directors, presidents and other senior management personnel, and make recommendations to the board of directors;
(III) an extensive search for qualified directors and senior management candidates;
(IV) propose to the current board of directors candidates for the next board of directors during the general election of the board of directors;
(V), when the term of appointment of senior management personnel expires, propose to the board of directors the appointment of candidates for new senior management personnel;
(VI) evaluate the work of directors, presidents and other senior management personnel, and put forward opinions or suggestions on the replacement of directors, presidents or other senior management personnel according to the evaluation results when necessary;
Other matters required or authorized by (VII) laws, regulations and the Articles of Association.
Article 11 After the nomination committee deliberates the matters specified in the preceding article of these working rules, it shall form a resolution of the nomination committee meeting and submit it to the company's board of directors together with relevant proposals.
Article 12 The nomination committee shall exercise its functions and powers in accordance with the relevant provisions of the Company Law, the Articles of Association and these working rules, 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 cooperate, and the company shall bear the required expenses.
Article 14 The Board of Directors shall fully respect the recommendations of the Nomination Committee on the nomination of candidates for directors and senior management.
Section IV Proceedings
Article 15 the nomination committee shall hold at least two meetings a year and notify all members seven days before 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 16 the meeting of the nomination committee shall be held only when more than 2/3 members are present; each member shall have one vote; and the resolutions made at the meeting must be adopted by more than half of all the members.
Article 17 The voting method at committee meetings shall be a show of hands or a vote; an interim meeting may be convened by correspondence.
Article 18 The nomination committee meeting may invite the company's directors, supervisors and other management personnel to attend the meeting when necessary.
Article 19 If necessary, the committee may engage an intermediary agency to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 20 the convening procedures, voting methods and motions passed at the meeting of the nomination committee must comply with the provisions of 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 concerned shall withdraw.
Article 22 The meeting of the nomination committee shall have minutes, and the members present at the meeting shall sign the minutes of the meeting; the minutes of the meeting shall be kept by the secretary of the company's board of directors.
Article 23 the motions and voting results passed at the meeting of the nomination committee shall be submitted to the board of directors of the company in writing.
Article 24 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.
Section 5 Supplementary Provisions
Article 25 matters not covered in these working rules shall be implemented in accordance with the relevant laws, laws and the articles of association of the company; if these working rules conflict with the laws and regulations promulgated in the future or the articles of association amended by legal procedures, they shall be implemented in accordance with the provisions of relevant laws, regulations and the articles of association, and shall be revised immediately.
Article 26 The Board of Directors of the Company shall be responsible for the interpretation and revision of these Working Rules.
Article 27 These working rules shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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