太龙药业: 董事会薪酬与考核委员会实施细则

Core Viewpoint - The document outlines the establishment of a compensation and assessment management system for the board of directors and senior management of Henan Tailong Pharmaceutical Co., Ltd, aiming to enhance corporate governance and comply with relevant laws and regulations [1][2]. Group 1: Committee Structure - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1]. - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [4][5]. - The term of the committee aligns with that of the board, and members can be re-elected upon term expiration [4] Group 2: Responsibilities and Authority - The main responsibilities of the committee include developing assessment standards, reviewing compensation policies, and making recommendations to the board on various matters [3]. - Compensation plans for directors must be approved by the board and submitted for shareholder approval, while plans for senior management require board approval [3][5]. - The board must document and disclose any reasons for not adopting the committee's recommendations [3][5]. Group 3: Meeting Procedures - The committee is required to hold at least one regular meeting annually, with provisions for additional meetings as necessary [4]. - Meetings can be conducted in person or via teleconference, ensuring all members can communicate effectively [4][5]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be made by a majority vote [5][6]. Group 4: Documentation and Confidentiality - Meeting records must be created and signed by attendees, with a retention period of no less than ten years [5]. - All participants in the meetings are bound by confidentiality regarding the discussed matters [5][6].