Core Points - The company establishes a remuneration and assessment management system for its directors and senior management to enhance governance structure and create a scientific incentive mechanism [1][10] - The Remuneration and Assessment Committee is responsible for researching and formulating remuneration policies and assessment standards for directors and senior management [1][3] Group 1: Committee Structure - The Remuneration and Assessment Committee consists of three directors, with independent directors making up the majority [2] - The committee is elected by the board and has a term that aligns with the current board's term [2][6] - If the number of committee members falls below the required amount, the board must promptly supplement the committee [2][6] Group 2: Responsibilities and Authority - The committee is responsible for assessing directors and senior management, reviewing remuneration policies, and supervising the execution of the remuneration system [3][10] - The committee must submit its proposals to the board for review and approval, including remuneration plans and stock incentive programs [4][12] - The board is expected to respect the committee's recommendations unless there is sufficient reason not to [13] Group 3: Meeting Procedures - The committee meetings can be held regularly or irregularly, with a notice period of three days [5] - A quorum for meetings requires attendance from at least two-thirds of the committee members [19][26] - Meeting decisions must be recorded in writing and reported to the board [26][28] Group 4: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [18] - The rules established by the committee must comply with national laws and the company's articles of association [10][29]
豪鹏科技: 董事会薪酬与考核委员会议事规则