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上海医药: 上海医药集团股份有限公司董事会提名委员会实施细则(2025年3月修订)
601607Shanghai Pharma(601607) 证券之星·2025-03-27 13:23

General Overview - The document outlines the implementation rules for the Nomination Committee of Shanghai Pharmaceuticals Holding Co., Ltd, aimed at standardizing the selection of directors and optimizing the board composition [2][3]. Composition of the Nomination Committee - The Nomination Committee consists of at least three directors, with independent directors making up more than half of the members [4]. - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [5]. Responsibilities and Authority - The main responsibilities of the Nomination Committee include reviewing the composition of the board, establishing selection criteria for directors, and proposing candidates to the board [9][10]. - The committee is also tasked with evaluating the performance of the board and individual directors, ensuring diversity in board membership, and assessing the independence of independent directors [9][10][11]. Decision-Making Procedures - The Nomination Committee must conduct its meetings at least once a year, with a quorum of two-thirds of its members required for decisions [16][17]. - Decisions made by the committee must be documented and submitted in writing to the board for approval [24][25]. Additional Provisions - The rules state that the Nomination Committee's recommendations should be respected by the controlling shareholders, and any non-acceptance of the committee's suggestions must be documented [12][13]. - The implementation rules will take effect upon approval by the board and will be subject to relevant laws and regulations [26][27].