Focus Media(SZ:002027) Zheng Quan Zhi Xing·2025-05-21 13:40Core Points - The company has established a Compensation and Assessment Committee to create a performance evaluation system for directors and senior management, aiming to enhance corporate governance and talent management [1][2][3] - The committee consists of three independent directors and is responsible for formulating assessment standards and compensation policies for directors and senior management [2][3] - The committee's recommendations on compensation must be approved by the board and submitted for shareholder review, ensuring transparency and accountability [3][4] Section Summaries General Provisions - The company aims to improve its governance structure and talent utilization through a scientific compensation management system [1] - The committee operates independently within the authority granted by the board and reports directly to it [1][2] Composition and Appointment - The committee is composed of three independent directors, with members nominated by the chairman or a majority of independent directors [2] - The committee's term aligns with that of the board, and any vacancies must be filled according to established procedures [2][3] Powers and Responsibilities - The committee can propose recommendations regarding the compensation of directors and senior management, as well as changes to incentive plans [3][4] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [3] Meeting Rules - Meetings must be convened with at least two-thirds of the members present, and decisions require a majority vote [4] - The committee can invite other directors and senior management to attend meetings as necessary [4] Miscellaneous Provisions - Any matters not covered by the guidelines will be governed by relevant laws and regulations, and the committee is responsible for revising the guidelines as needed [5][6]