Chapter 1 General Principles
Article 1
To strengthen the decision-making function of the board of directors and improve the corporate governance structure, the company establishes a Nomination Committee and formulates these work rules in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, and the Articles of Association of China National Machinery Industry Corporation (hereinafter referred to as "the Articles of Association") and other relevant regulations.
Article 2
The Nomination Committee is a specialized working body under the board of directors, reporting its work to the board and being accountable to it.
Article 3
The daily working body of the Nomination Committee is located in the board office, responsible for work liaison, meeting organization, and file management. The company's organization and personnel department serves as the business support department for the Nomination Committee, responsible for preparing materials for proposals within the committee's agenda and implementing resolutions.
Chapter 2 Composition
Article 4
The Nomination Committee consists of three to five directors, with independent directors making up the majority.
Article 5
The Nomination Committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board of directors.
Article 6
The Nomination Committee has one chairperson, who is an independent director responsible for presiding over the committee's work; the chairperson is nominated by the chairman and approved by the board.
Article 7
The term of the Nomination Committee is consistent with that of the board of directors. If a member no longer serves as a company director during their term, they automatically lose their committee membership. If the composition of the committee does not meet regulations due to a member's departure, the board shall promptly make up for it.
Chapter 3 Responsibilities and Authority
Article 8
The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates and their qualifications, and exercising the following powers:
- Proposing suggestions to the board regarding the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure;
- Formulating selection criteria and procedures for directors and senior management;
- Broadly searching for qualified candidates for directors and senior management;
- Reviewing candidates for directors (including those nominated by shareholders and the board) and senior management and their qualifications;
- Other matters as stipulated by laws, administrative regulations, the Articles of Association, or authorized by the board.