Chongqing Iron & Steel Company Limited approved new Work Regulations for its Board Nomination Committee at the 27th meeting of the tenth Board session, clarifying composition, authority and operating procedures with immediate effect.
Key points:
1. Composition and Tenure • The committee will consist of three to five directors, with independent directors forming the majority and holding the convener (chair) role. • Member nominations may come from the chairman, at least one-half of independent directors, or one-third of the full Board, and are elected by the Board. • Membership terms mirror the Board’s term; departing directors automatically vacate their committee seats.
2. Core Responsibilities • Evaluate and recommend candidates for directors and senior management, including succession planning for key roles such as chairman and president. • Review Board size, structure, diversity, and performance annually; release assessment results covering qualifications, independence, and time commitment of each director. • Maintain a Board skills matrix and assess the independence of independent directors.
3. Meeting Protocols • Meetings can be convened at the request of the Board or any committee member, with three-day prior notice under normal circumstances. • A quorum requires two-thirds attendance; resolutions pass by simple majority, with interested members abstaining. • Decisions and minutes are reported to the Board, retained for at least ten years, and all participants are bound by confidentiality.
4. Support and Oversight • The Board secretary acts as committee secretary, coordinating daily operations and organizing meetings. • External advisers may be engaged at the company’s expense when specialized input is required. • Controlling shareholders are expected to respect the committee’s director and executive recommendations unless substantiated reasons dictate otherwise.
The updated regulations align with Chinese corporate governance codes, Shanghai and Hong Kong stock exchange listing rules, and the company’s Articles of Association, reinforcing transparency and procedural rigor in leadership appointments at Chongqing Iron & Steel.