According to the newly issued Rules of Procedure, Anhui Jinyan Kaolin New Materials Co., Ltd. (hereinafter referred to as Anhui Jinyan Kaolin) has established a Nomination Committee that will focus on director and senior management appointments. The guidelines aim to enhance the overall composition of the Board and senior leadership after the company's listing on the Stock Exchange.
The Nomination Committee is composed of three directors, at least two of whom must be independent non-executive directors. These members are nominated by the Chairman of the Board or by a requisite percentage of directors and are elected by a majority vote of the Board. The chairman of the Committee is in charge of presiding over its work and is appointed with Board approval.
The Committee’s authority includes formulating standards and procedures for selecting directors and senior management, reviewing candidate qualifications, and making recommendations to the Board. The review also extends to confirming the independence of candidates for independent non-executive director positions. The procedures outline steps such as collecting detailed background information on potential candidates and obtaining their consent prior to submitting them for Board consideration.
The Rules of Procedure detail requirements for convening and holding Nomination Committee meetings, including the need for written or urgent notices, as well as the quorum and voting procedures. Minutes of all meetings are kept by the secretary of the Board for at least ten years. The framework also mandates that if a Nomination Committee member has a direct or indirect interest in a proposed matter, that member must abstain from voting.
The Rules of Procedure will become effective on the date Anhui Jinyan Kaolin’s H-shares are listed for trading on the Stock Exchange and are intended to harmonize with relevant laws, regulations, and the company’s Articles of Association.
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