TIDMAIRC
RNS Number : 5250R
Air China Ld
27 October 2023
Air China Limited
Working Rules of the Nomination Committee of the Board of
Directors
(Formulated in 2023)
Chapter 1 General Principles
Article 1 In order to further establish a sound directors and
senior management nomination system of Air China Limited (the
"Company") and maintain a sound corporate governance structure, the
Company established the Nomination Committee (hereinafter referred
to as the "Committee") of the Board of Directors (the "Board") and
these working rules (the "Working Rules") in accordance with the
Company Law of the People's Republic of China and with reference to
the Code of Corporate Governance for Listed Companies issued by the
China Securities Regulatory Commission, the listing regulatory
rules of the jurisdictions in which the shares of the Company are
listed such as the Rules Governing the Listing of Stocks on
Shanghai Stock Exchange and the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, the Articles
of Association of Air China Limited (the "AOA") and other relevant
rules and regulations.
Article 2 As a dedicated committee established by the Board in
accordance with the shareholders' resolution in a general meeting
of the Company, the Committee is accountable to the Board, and
provides advice and recommendations for the decision-making of the
Board. The Committee is mainly responsible for studying and making
proposals to the Board on the criteria and procedures for selecting
candidates for directors and senior management members in
accordance with the operational and management needs of the
Company; selecting qualified candidates for directors and senior
management members in accordance with relevant requirements of
board diversity; reviewing and making recommendations on candidates
for director and senior management member as well as other matters
authorized by the laws and regulations, the AOA and the Board.
Chapter 2 Composition
Article 3 The Committee shall consist of three to seven
directors, and a majority of the Committee members shall be
independent non-executive directors.
Article 4 The members of the Committee shall be appointed by the
Board upon nomination by the chairman of the Board, more than
one-half of the independent non-executive directors, or more than
one-third of all directors of the Board.
Article 5 The Committee shall have one chairman (the
"Chairman"), which shall be held by the chairman of the Board. The
Chairman shall preside over the work of the Committee.
Article 6 Members of the Committee shall have a term equal to
the term of a director of the Company and may be re-elected upon
expiration of such term. Any member of the Committee shall
concurrently cease to be a member of the Committee if he or she
ceases to be a director of the Company. The vacancy shall be filled
by the Board in accordance with Articles 3 to 5 herein.
Chapter 3 Powers and Responsibilities Article 7 The Committee shall have the powers and authorities to:
(1) review the structure, size and composition (including the
skills, knowledge and experience) of the Board at least annually
and make recommendations on any proposed changes to the Board to
complement the Company's strategy;
(2) study and propose to the Board the criteria and procedures
for selecting candidates for directors and senior management
members of the Company;
(3) make recommendations to the Board on the appointment or
re-appointment of directors, appointment of senior management
members and succession planning for directors (in particular the
chairman and the president of the Company);
(4) select qualified candidates for directors and senior
management members in accordance with relevant requirements of
board diversity as well as review and make recommendations to the
Board on candidates for director and senior management member;
(5) assess the independence of the independent non-executive directors of the Company;
(6) address other matters authorized by the Board.
Article 8 The Committee shall be accountable to the Board and
resolutions adopted by the Committee shall be submitted to the
Board for its consideration.
Article 9 If the Board has not adopted or fully adopted the
recommendations of the Committee, it shall state the opinions of
the Committee and the specific reasons for not adopting in the
resolutions of the Board, and disclose such matter.
Chapter 4 Procedural Rules
Article 10 The Committee shall hold a meeting based on the
actual requirements of the Company. The meeting shall be called and
presided by the Chairman, or if the Chairman is unable to attend
the meeting, by an independent non-executive director member
delegated by the Chairman.
Article 11 The meeting notice shall be issued 5 days before the
date of meeting, and the aforesaid advance notice period may be
waived by the unanimous consent of all Committee members. Meeting
papers shall be sent 3 days before the date of meeting.
Article 12 The quorum of a meeting of the Committee shall be
two-thirds of all Committee members. Each member present shall have
one vote. The resolution of the meeting must be passed by more than
half of all the members before such resolution becomes
effective.
Article 13 The Committee's meetings may be held in the form of,
including but not limited to, physical meetings, teleconference
such as video meetings and conference call meetings, combination of
physical meeting and teleconference, or by way of written
resolutions. The Committee members should attend the meetings in
person and express whether they vote in favor of, against or
abstain from voting for the matters to be decided in such meetings.
Should any Committee member be unable to attend the meeting in
person, he or she may deliver a proxy letter in writing duly signed
by such Committee member, appointing another Committee member to
attend the meeting and to express opinions on his or her behalf.
The proxy letter should clearly state the extent of authorization
and its time limit. An independent non-executive committee member
who cannot attend in person shall authorize another independent
non-executive committee member to attend on his or her behalf.
Article 14 Should the Committee members deem it necessary, the
directors, supervisors and senior management of the Company may be
invited to attend the meeting.
Article 15 The Committee shall establish a joint working group,
comprising the senior management of the Company and/or the person
in charge of the relevant functional departments, to provide
support to the Committee. The Committee may, if necessary, engage
experts or intermediary institutions to provide professional
opinions in its decision-making process and any reasonable cost
arising therefrom shall be borne by the Company.
Article 16 A Committee member shall abstain from considering any
matter in which he or she has a personal interest in a Committee
meeting.
Article 17 The procedures for holding, methods of voting of, and
resolutions passed by the meeting of the Committee must comply with
the relevant laws and regulations, the AOA and the Working
Rules.
Article 18 The Committee shall prepare minutes of its meetings,
which shall be signed by the Committee members who have attended
the meeting and shall be kept by the office of the Board.
Article 19 The resolutions passed by, and the results of voting
conducted at, the Committee meetings shall be reported in writing
to the Board.
Article 20 Members attending a Committee meeting shall keep any
matter discussed at the meeting confidential, and shall not
disclose any related information unless duly authorized for such
disclosure.
Chapter 5 Board Diversity Policy
Article 21 The board diversity shall contribute to enhancing the
business vision of the Company and optimizing the decision-making
process of the Board, thereby supporting the Company to achieve a
sustainable and balanced development while keeping competitive edge
in industry. The Company will seek to achieve board diversity under
the guidance of the Working Rules.
Article 22 The board diversity may be taken into consideration
from various aspects, including but not limited to professional
experience and qualifications, cultural and educational background,
skills, industry knowledge and reputation, knowledge of the laws
and regulations applicable to the Company, gender, age, language
skills and length of service. The Board shall not be a single
gender board.
While reviewing the structure of the Board, as well as making
recommendations to the Board on the appointment or re-appointment
of directors and succession planning for directors, the Committee
shall take into overall consideration of the abovementioned factors
and actual situations such as business operation, development and
strategy of the Company.
Article 23 The Committee shall monitor the implementation of the
board diversity policy on an ongoing basis, and report on board
diversity, including the summary of this policy, any measurable
objectives set for implementing this policy and the progress on
achieving those objectives, in the corporate governance report of
the annual report of the Company.
The Committee shall review this policy in due course and make
recommendation to the Board on making appropriate amendments to
this policy.
Chapter 6 Supplementary Provisions
Article 24 The Working Rules are formulated by the Board and
shall become effective upon the approval of the Board.
Article 25 In case of any matters not provided herein or
conflicts with the provisions of the laws, administrative
regulations, other relevant regulatory documents or the AOA
promulgated after the Working Rules come into effect, such
provisions of the laws, administrative regulations, other relevant
regulatory documents or the AOA shall prevail.
Article 26 The Board reserves the rights to amend and interpret
the Working Rules.
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