中船汉光: 中船汉光科技股份有限公司董事会薪酬与考核委员会工作细则

Core Points - The company establishes a Compensation and Assessment Committee to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee is responsible for formulating assessment standards, reviewing compensation policies, and making recommendations to the board [3][4] - The committee consists of three members, including two independent directors, and is chaired by an independent director [2][3] Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation mechanisms and incentive plans [3][4] - Recommendations made by the committee must be documented if not fully adopted by the board, including reasons for non-adoption [3][4] - The committee is accountable to the board and must provide all relevant research and discussion materials for board decision-making [3][4] Decision-Making Procedures - The committee's decisions require a majority vote from its members and must follow legal and regulatory guidelines [6][7] - Meetings must be documented, including attendance, agenda, and voting results, and records are to be maintained for ten years [6][7] - The committee can invite directors and senior management to attend meetings but must ensure confidentiality regarding discussed matters [6][7] Additional Provisions - The committee must adhere to relevant laws and regulations, and any conflicts with these must be resolved in favor of the legal provisions [7] - The committee's rules and procedures are subject to interpretation by the board and take effect upon board approval [7]