ST证通: 董事会薪酬与考核委员会工作细则（2025年7月）

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shenzhen Zhitong Electronics Co., Ltd, aimed at improving the governance structure and management of compensation for directors and senior management [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body composed of directors responsible for setting assessment standards and compensation policies for directors and senior management [1][2] - The committee is established in accordance with relevant laws and regulations, including the Company Law and the Corporate Governance Code [1] Group 2: Composition of the Committee - The committee consists of three members, including two independent directors, elected by the board of directors [2] - The chairperson of the committee is an independent director, responsible for convening and presiding over meetings [2] Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [3] - The committee's decisions must align with the Company Law, the company's articles of association, and the established guidelines [3] Group 4: Meeting Procedures - Meetings are convened by the chairperson, and a quorum requires the presence of at least two-thirds of the members [4][5] - Meeting notifications must be sent out three days in advance, detailing the time, location, agenda, and contact information [4] Group 5: Voting and Decision-Making - Decisions made by the committee require a majority vote from all members, including those not present [5] - The committee may seek professional advice from external agencies, with costs covered by the company [5] Group 6: Confidentiality and Compliance - All members and representatives attending meetings are bound by confidentiality regarding the matters discussed [7] - The guidelines will be effective upon approval by the board of directors and will be interpreted by the board [7]