亚世光电: 董事会薪酬与考核委员会议事规则

Core Points - The company establishes a Compensation and Assessment Committee to enhance its governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee consists of three directors, with a majority being independent directors, and is responsible for setting assessment standards and reviewing compensation policies [4][5] - The committee's decisions must align with relevant laws and regulations, and any compensation proposals must be approved by the board and subsequently by the shareholders [5][9] Group 1 - The Compensation and Assessment Committee is a specialized body under the board, tasked with formulating assessment standards and compensation policies for directors and senior management [1][2] - The committee is chaired by an independent director, who is responsible for convening meetings and ensuring proper governance [2][4] - The committee's term aligns with that of the board, and members can resign but must provide reasons for their resignation [6][8] Group 2 - The committee has the authority to propose compensation for directors and senior management, as well as to suggest changes to incentive plans [4][5] - The board retains the right to reject any compensation proposals that may harm shareholder interests, and must document reasons for not adopting the committee's recommendations [4][5] - Meetings of the committee require a quorum of two-thirds of its members, and decisions are made by majority vote [6][7] Group 3 - The committee can invite other company directors and experts to attend meetings for additional insights, but only committee members have voting rights [7][9] - The committee must maintain confidentiality regarding the matters discussed in meetings and ensure proper documentation of meeting records [9][10] - The rules governing the committee's operations are subject to national laws and the company's articles of association [10][11]