云天化: 云天化董事会薪酬与考核委员会实施细则

General Overview - The implementation rules for the Compensation and Assessment Committee of Yunnan Yuntianhua Co., Ltd. aim to establish a sound incentive and restraint mechanism for directors and senior management, improving corporate governance structure [1][2] Committee Composition - The Compensation and Assessment Committee consists of three directors who are not senior management, with independent directors making up more than half of the committee [3][4] - The committee is chaired by an independent director, elected by the committee members [2][4] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing and proposing compensation policies [8][9] - The committee must submit compensation proposals for directors to the board for approval and for senior management to the board for ratification [3][9] Decision-Making Procedures - The committee's office is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [11][12] - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [12] Meeting Rules - The committee must meet at least once a year, with meetings convened by the chairperson [13][14] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Confidentiality and Record-Keeping - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [24] - Meeting records must be kept for ten years, with attendance signatures required [22][23] Implementation and Amendments - The implementation rules take effect upon approval by the board and are subject to relevant national laws and regulations [25][27]