General Principles - The compensation management system aims to enhance the incentive and restraint mechanisms for the company's directors and senior management, aligning with national laws and the company's actual situation [1] - The system applies to directors, general managers, deputy general managers, financial officers, and board secretaries [1] - The compensation committee is responsible for formulating and supervising the compensation plans for directors and senior management [1] Compensation Structure - The compensation system follows several principles, including competitiveness, position-based pay, performance linkage, a combination of short-term and long-term incentives, and a balance of incentives and constraints [1] - Directors' compensation is determined based on their specific roles and company performance, with no separate director allowances for those holding management positions [2] - Independent and external directors receive allowances as determined by the shareholders' meeting [2] Senior Management Compensation - Senior management compensation consists of a basic annual salary and performance-based rewards [2] - The basic salary is determined by factors such as position, responsibility, capability, and market salary trends, paid monthly [2] - Performance rewards are based on annual operational goals and individual performance assessments conducted by the compensation committee [2] Payment and Deductions - Compensation for directors and senior management is pre-tax, with deductions for personal income tax, social insurance, and other applicable fees [3] - The compensation does not include stock incentive plans or employee stock ownership plans [4] - Upon resignation or term changes, compensation is calculated based on actual tenure and performance [4] Compliance and Amendments - The compensation system requires approval from the board and shareholders for implementation and modifications [4] - Any violations of laws or company regulations by directors or senior management may result in penalties, including salary deductions or termination [4]
方直科技: 董事及高级管理人员薪酬管理制度(2025年5月修订)