Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management system for the evaluation and compensation of directors and senior management, thereby improving corporate governance [2][4] - The committee is composed of five directors, with a majority being independent directors, and is responsible for formulating evaluation standards and compensation policies for directors and senior management [4][5] - The committee's decisions regarding compensation plans must be approved by the board and subsequently submitted for shareholder approval [6] Group 1: General Provisions - The committee is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Articles of Association of Tianjin Zhonglv Electric Investment Co., Ltd [2] - The committee is accountable to the board of directors and is tasked with evaluating the performance of directors and senior management [2][5] Group 2: Composition of the Committee - The committee consists of five members, with independent directors holding a majority and serving as the convener [4][5] - The term of the committee aligns with that of the board, and members can be re-elected upon term expiration [4][5] Group 3: Responsibilities and Authority - The committee is responsible for developing compensation plans based on the roles and responsibilities of directors and senior management, including performance evaluation standards and incentive schemes [5] - It conducts annual performance evaluations of directors and senior management and proposes compensation plans to the board [5][6] Group 4: Decision-Making Procedures - The committee must prepare for decision-making by providing relevant financial and operational data [8][13] - Performance evaluations involve self-assessments by directors and senior management, followed by the committee's assessment based on established criteria [14] Group 5: Meeting Rules - The committee is required to hold at least one meeting annually, with proper notification to all members [9] - Decisions require the presence of at least two-thirds of the members and must be approved by a majority [9][10] Group 6: Miscellaneous Provisions - The committee's meeting records must be maintained for a minimum of ten years, ensuring confidentiality among members [10][12] - Any unresolved matters will be governed by national laws and regulations, and the committee has the authority to amend its rules as necessary [12][12]
中绿电: 天津中绿电投资股份有限公司董事会薪酬与考核委员会工作细则