Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. passed updated Nomination Committee Rules on 26 November 2025. The revised procedures specify that the Nomination Committee consists of three directors, with independent non-executive directors forming the majority and at least one director of a different gender. Its chairman must be an independent non-executive director, responsible for convening and leading meetings.
The Nomination Committee’s term of office aligns with that of the Board. Members who cease serving as directors lose Committee eligibility, and the Board may appoint replacements as needed. Clear regulations cover meeting requirements, including the provision of relevant materials and voting mechanisms.
The Committee’s responsibilities include identifying qualified candidates for directorships, monitoring Board diversity, and reviewing the structure and composition of the Board. It also examines the independence of independent non-executive directors, recommends appointments for director and senior management roles, and assists in the Board’s performance evaluations.
Under these updated rules, to avoid conflicts of interest, members with personal stakes in discussed matters must abstain from voting. The Board Secretary/Company Secretary coordinates meeting logistics, attends when needed, and keeps detailed records. Upon request, the Committee may seek external professional advice at the Company’s expense in conducting its duties.
Disclosures of the Nomination Committee’s performance and meeting frequency will be published alongside the Company’s annual report, subject to regulatory requirements. The revised procedures clarify that potential inconsistencies with national regulations or listing rules will default to the stricter guidelines.
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