龙蟠科技: 江苏龙蟠科技集团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 has established a Compensation and Assessment Committee to enhance the governance structure and manage the evaluation and compensation of directors and senior management [1][2] - The committee consists of three directors, with a majority being independent non-executive directors [2][4] - The committee is responsible for setting evaluation standards, reviewing compensation policies, and making recommendations to the board [3][4] Group 1: Committee Structure - The committee is composed of three members, with independent non-executive directors holding the majority and serving as the chairperson [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2][6] - A working group under the committee is responsible for preparing materials and coordinating meetings [2][8] Group 2: Responsibilities and Powers - The committee is tasked with developing evaluation standards and compensation mechanisms for directors and senior management [3][4] - It has the authority to seek independent professional advice when necessary, with costs covered by the company [3][4] - The committee must ensure that no compensation plans harm shareholder interests [6][12] Group 3: Decision-Making Process - The committee meets at least once a year, with additional meetings as needed, and requires a quorum of over half of its members to make decisions [8][9] - Meeting records must be maintained, detailing discussions and decisions made [10][11] - The committee's recommendations on compensation must be approved by the board and disclosed to shareholders [6][12] Group 4: Reporting and Transparency - The committee is required to report its activities in the corporate governance report as part of the annual report [11][12] - The company must disclose its compensation policies and details of senior management compensation in its annual report [11][12] - The committee's authority and responsibilities will be publicly available on the company's and the Hong Kong Stock Exchange's websites [12][12]