Shanghai Fudan Microelectronics Group Company Limited has introduced its Implementation Rules for the Nomination Committee of the Board. The document focuses on defining director and senior management selection processes, enhancing the Board’s composition, and strengthening corporate governance.
The Nomination Committee comprises five to seven directors and maintains a majority of independent directors. At least one director is required to be of a different gender. This committee is charged with tasks including formulating nomination standards for directorships and senior management, evaluating prospective candidates, and advising on appointments and reappointments.
Key procedures mandate systematic communication with relevant departments, thorough candidate searches, and a preliminary review of each nominee’s qualifications. The Committee recommends qualified individuals to the Board, ensuring alignment with applicable laws and regulations. Meetings are convened at least annually, and extraordinary meetings may be called by more than half of the Committee members when necessary.
The new rules stipulate that any Committee member with a conflict of interest must abstain from voting. The Committee is also authorized to seek professional advice, with such costs borne by the Company. Detailed meeting minutes and voting outcomes are submitted to the Board, and confidentiality measures are strictly observed.
These Implementation Rules become effective upon approval by the Board, with any amendments subject to relevant laws, regulations, and the Company’s Articles of Association.