锦江酒店: 锦江酒店董事会薪酬与考核委员会工作细则（草案）

General Principles - The purpose of the working rules is to improve the corporate governance structure and establish a sound assessment and compensation management system for directors and senior management, in accordance with relevant laws and regulations [1] - The Compensation and Assessment Committee is a specialized working body established by the Board of Directors and is accountable to the Board [1] Composition of the Committee - The Compensation and Assessment Committee should consist of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and are elected and appointed by the Board [2] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2] Responsibilities and Authority - The main responsibilities include researching and reviewing assessment standards for directors and senior management, and proposing recommendations [3] - The committee is responsible for reviewing and examining the compensation policies and plans for directors and senior management, ensuring transparency in the compensation process [3] - The committee supervises the execution of the compensation system and ensures that no director participates in determining their own compensation [3] Meeting Procedures - The human resources department provides necessary materials for the committee's reference, including financial indicators and performance evaluations [4] - The committee evaluates directors and senior management based on performance standards and discusses compensation amounts and reward methods [4] - Meetings require the presence of at least two-thirds of the committee members and can be held in various formats, including in-person or via telecommunication [5][6] Confidentiality and Documentation - Meeting records must be kept, and the opinions of attending members should be documented [7] - Members attending the meetings are bound by confidentiality obligations and must not disclose any related information [7] Implementation and Effectiveness - The working rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange, and the previous rules will automatically become invalid [8]