方直科技: 董事会薪酬与考核委员会工作细则（2025年5月修订）

Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of compensation and assessment for directors and senior management [1][4] - The committee consists of three directors, including two independent directors, and is responsible for setting assessment standards and reviewing compensation plans [3][4] - The committee's decisions must be approved by the board and submitted for shareholder review, ensuring alignment with shareholder interests [4][11] Chapter Summaries Chapter 1: General Principles - The committee is established to improve the governance structure of the company and is guided by relevant laws and regulations [1] - It is tasked with developing assessment standards and compensation plans for directors and senior management [1][2] Chapter 2: Composition - The committee is composed of three directors, with a majority being independent directors [3] - The chairperson of the committee is an independent director, elected by committee members [3] Chapter 3: Responsibilities and Authority - The committee is responsible for formulating assessment standards, reviewing compensation mechanisms, and making recommendations to the board [4] - It has the authority to propose stock incentive plans and other compensation-related matters [4][9] - The board can reject any compensation plans that may harm shareholder interests [10] Chapter 4: Decision-Making Procedures - The Human Resources Department prepares necessary materials for the committee's decision-making [6] - The committee evaluates directors and senior management based on performance standards and submits compensation proposals to the board [7] Chapter 5: Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions must be approved by a majority [14] - The committee can invite relevant personnel to meetings for presentations or inquiries [17] Chapter 6: Supplementary Provisions - The rules take effect upon board approval and will be revised in accordance with future legal changes [26][27] - The board holds the authority to interpret these rules [28]