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大位科技: 董事会薪酬与考核委员会工作细则(2025年6月修订)
Zheng Quan Zhi Xing·2025-06-06 11:20

Core Points - The document outlines the rules and regulations for the Compensation and Assessment Committee of the company, aiming to enhance corporate governance and management of compensation and assessment for directors and senior management [2][8] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, and must report to the board of directors [2][3] Group 1: General Provisions - The purpose of the document is to improve the corporate governance structure of the company and to establish a management system for the compensation and assessment of directors and senior management [2] - The committee is a specialized working body established by the board of directors, primarily responsible for formulating assessment standards and compensation policies [2][3] Group 2: Committee Composition - The committee must consist of at least three directors, with independent directors making up the majority [3] - The members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3][4] Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters including compensation for directors and senior management [8] - The board of directors has the authority to reject any compensation plans that may harm shareholder interests [8][4] Group 4: Decision-Making Procedures - The committee's decisions require a two-thirds majority of members present, and meetings can be held in person or via other means if necessary [6][13] - The committee must prepare meeting materials in advance and ensure that all members are notified [15][16] Group 5: Meeting Rules - The committee must keep accurate records of meetings, reflecting the opinions of attendees, and these records must be signed by relevant personnel [7][8] - Any matters related to committee members must be handled with care to avoid conflicts of interest, requiring non-related members to make decisions [21][22] Group 6: Miscellaneous - Any issues not covered by the document will be governed by national laws and regulations, and the board is responsible for interpreting and amending the rules [26][27]