健康元

Supervise complaints and reports
[Its Dual-Listed Companies] Joincare Pharmaceutical Group (Stock Code: 600380   GDR Code:JCARE) Livzon Pharmaceutical Group (Stock Code: 000513 Hong Kong Stock Code: 01513)
img
Your location:
Homepage
/
/
/
/
Joincare Pharmaceutical Group Industry Co., Ltd. Terms of Reference of the Corporate Social Responsibility Committee of the Board of Directors

Joincare Pharmaceutical Group Industry Co., Ltd. Terms of Reference of the Corporate Social Responsibility Committee of the Board of Directors

  • Time of issue:2023-09-15 15:36
Views:

(Summary description)

Joincare Pharmaceutical Group Industry Co., Ltd. Terms of Reference of the Corporate Social Responsibility Committee of the Board of Directors

(Summary description)

  • Time of issue:2023-09-15 15:36
  • Views:
Information

(Approved at the 32nd meeting of the eighth session of the Board on 15 September 2023)

 

Chapter 1 General Provisions

Article 1 In order to better protect the interests of stakeholders of the Company, strengthen its performance of social responsibilities, construct a harmonious society and realize the sustainable development of enterprises and society, the Corporate Social Responsibility Committee has been set up under the Board with the terms of reference by the Company in accordance with the Company Law of the People’s Republic of China, the Basic Standards for Enterprise Internal Control and its supporting guidelines, the Articles of Association and other relevant provisions.

Article 2 The Corporate Social Responsibility Committee of the Board of Directors (the “Board”) is a specific working body set up by the Board in accordance with the resolution of the general meeting. It is mainly responsible for studying and formulating the Company's social responsibility strategies and policies as well as supervising, inspecting, evaluating and making recommendations on the Company's performance of social responsibilities, including but not limited to medical health, climate change and environmental protection, employee rights and business ethics.

 

Chapter 2 Composition

Article 3 The Corporate Social Responsibility Committee shall be composed of three directors.

Article 4 Members of the Corporate Social Responsibility Committee shall be nominated by the chairman of the Board, more than half of the independent directors or one-third of all directors, and shall be elected by the Board.

Article 5 The Corporate Social Responsibility Committee shall have a chairman, who shall be served by the chairman of the Board of the Company and shall be responsible for the work of the committee.

Article 6 The term of office of the Corporate Social Responsibility Committee shall be the same as that of the Board. A member may serve consecutive terms if re-elected upon expiry of his/her term. A member shall cease to be a member when he/she is no longer a director of the Company, and the committee shall fill the resulting vacancy in accordance with the provisions of Articles 3 to 5 above.

Article 7 The Corporate Social Responsibility Committee shall establish a working team with one group leader, which is assumed by the president of the Company and several deputy group leaders. The working team will be responsible for daily work liaison, reporting and convening meetings.

 

Chapter 3 Duties and Authorities

Article 8 The major duties and authorities of the Corporate Social Responsibility Committee include:

(1) studying and formulating the Company’s social responsibility strategies, policies, structure and management objectives; ensuring that sufficient resources are available to achieve corporate social responsibility management objectives;

(2) reviewing and determining the plans and measures for fulfilling social responsibilities, and supervising the implementation of the plans by the working team;

(3) supervising, inspecting and evaluating the Company's implementation of social responsibility planning and the achievement of management objectives;

(4) identifying social responsibility matters that have a significant impact on the Company's major stakeholders, studying and formulating strategies, policies and objectives for the protection of the interests of the Company's stakeholders, and supervising and evaluating its implementation;

(5) assessing and managing the risks and opportunities related to corporate social responsibility;

(6) studying and formulating the strategies and policies of the Company's social welfare undertakings and make recommendations thereon;

(7) raising inquiries on major issues in production and operation that affect the Company's performance of social responsibilities, and inspecting and supervising the handling of such matters;

(8) dealing with other matters assigned by the Board.

Article 9 The Corporate Social Responsibility Committee shall report to and be accountable to the Board and its proposals shall be submitted to the Board for consideration and approval.

Article 10 The Corporate Social Responsibility Committee shall regularly review the social responsibility report and other reports submitted by the working team, examine and evaluate the Company's performance of social responsibilities and implementation of strategic policies, and report the conclusion of the evaluation to the Board.

 

Chapter 4 Rules of Procedures

Article 11 Meetings of the Corporate Social Responsibility Committee shall be held at least once a year and notice of meetings shall be given to all members at least five days prior to the meeting (except for emergencies). Meetings shall be chaired by the chairman of the committee. If the chairman of the committee cannot attend, he/she may appoint another member to chair the meeting.

Article 12 Meetings of the Corporate Social Responsibility Committee shall be held only in the presence of more than two thirds of its members. Each member shall be entitled to one vote. Resolutions of a meeting must be adopted by the affirmative votes of more than half of all members.

Article 13 Voting at the meetings of the Corporate Social Responsibility Committee shall be by a show of hands or by poll.

Article 14 The head and deputy head of the working team may attend meetings of the Corporate Social Responsibility Committee and the directors, supervisors and other senior management of the Company may be invited to attend such meetings when necessary.

Article 15 The Corporate Social Responsibility Committee may, if necessary, engage intermediary firms to provide professional advice on its decisions at the expense of the Company.

Article 16 The procedures for convening a meeting, the method of voting and resolutions passed at a meeting of the Corporate Social Responsibility Committee shall be in conformity to the provisions of the relevant laws, regulations, the Articles of Association and the terms of reference.

Article 17 The Corporate Social Responsibility Committee shall keep the minutes of its meetings. Members present at a meeting shall sign the minutes of that meeting which shall be kept by the secretary of the Board of the Company.

Article 18 Any proposal considered and the result of any poll taken at a meeting of the Corporate Social Responsibility Committee shall be reported in writing to the Board of the Company.

Article 19 Members present at a meeting shall be obliged to keep confidential all matters discussed in such meeting, and shall not disclose any relevant information without authorization.

 

Chapter 5 Supplementary Provisions

Article 20 The terms of reference shall become effective from the date of being considered and approved by the Board.

Article 21 Any matters not covered by the terms of reference shall be implemented in accordance with the provisions of the relevant laws, regulations and the Articles of Association. In the event that the terms of reference are in contravention with the laws and regulations subsequently promulgated by the PRC government, or the Articles of Association as amended under lawful procedures, the relevant laws and regulations of the PRC and the Articles of Association shall prevail. Amendments to the terms of reference shall be made accordingly by the Board and submitted to the general meeting for approval.

Article 22 The power of interpretation of, and amendments to, the terms of reference shall be vested in the Board of the Company.

 

Joincare Pharmaceutical Group Industry Co., Ltd.

15 September 2023

Scan the QR code to read on your phone

Quick Navigation

Service Hotline

Service

Hotline

Copyright © Joincare Pharmaceutical Group Industry Co., Ltd. All Rights Reserved.  Powered by:www.300.cn Zhuhai  粤ICP备14024104号

There is currently no content to display
Please add data record on website background.