Nanhua Futures Co., Ltd. released the “Rules of Procedures of the Nomination Committee of the Board of Directors,” formalising the composition, responsibilities, and operating mechanisms of its Nomination Committee to enhance the company’s governance framework.
Key highlights
1. Committee Composition • The Nomination Committee will comprise three directors, with a majority being independent and at least one member of a different gender. • An independent director will serve as convener and chair the committee’s work. • Members’ tenure mirrors their directorship term and they may be re-elected. Any director leaving the board automatically loses committee membership.
2. Core Responsibilities • Develop selection criteria covering skills, knowledge, experience, and diversity for directors and senior management and review board structure annually. • Identify, evaluate, and recommend candidates for directors, the general manager, and other senior management; oversee succession planning for key leadership roles. • Assess and monitor the independence of independent directors and support board performance evaluations. • Submit proposals on appointments, removals, and succession to the full board; when the board diverges from committee recommendations, the rationale must be disclosed in board resolutions.
3. Meeting Mechanics • Meetings are convened as needed, requiring at least two-thirds attendance for quorum. • Notices are issued three days in advance, with emergency sessions permitted via immediate verbal notice. • Resolutions pass with a simple majority; minutes are archived for at least ten years.
4. Governance Safeguards • The committee operates under PRC Company Law, CSRC regulations, and listing rules of the Shanghai and Hong Kong stock exchanges. • Members must maintain confidentiality of non-public information and recuse themselves via proxy when unable to attend meetings.
The charter takes effect upon board approval and reinforces Nanhua Futures’ commitment to transparent, regulated, and diversity-focused board governance.