Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Beijing Huaru Technology Co., Ltd, aimed at enhancing the management system for the compensation and assessment of directors and senior management [1][2] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors [3] - The committee is chaired by an independent director, elected by a majority of the committee members and approved by the board [4] - The term of the committee members aligns with that of the board, and members who cease to be directors automatically lose their committee positions [5] Group 2: Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as developing and reviewing compensation policies and plans [6] - Recommendations made by the committee regarding compensation plans for directors must be approved by the board and subsequently by the shareholders' meeting [7] Group 3: Meeting Procedures - The committee holds meetings as needed, with prior notification to all members at least three days in advance [8] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [5][6] - Meeting records must be kept, detailing attendance, agenda, discussions, and voting results [6][8] Group 4: Confidentiality and Professional Advice - All committee members and attendees are bound by confidentiality regarding the matters discussed in meetings [8] - The committee may hire external advisors for professional opinions, with costs covered by the company [8] Group 5: Amendments and Compliance - The guidelines can be amended by the board and must comply with national laws and the company's articles of association [8] - Any inconsistencies with future laws or regulations will be resolved in favor of the latter, necessitating timely updates to the guidelines [8]
华如科技: 董事会薪酬与考核委员会工作细则（2025年6月）