Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shandong Weiming Bio-Pharmaceutical Co., Ltd, aimed at enhancing the governance structure and management of compensation for directors and senior management [1][2]. Group 1: General Provisions - The Compensation and Assessment Committee is established to improve the assessment and compensation management system for directors and senior management, in accordance with relevant laws and regulations [1]. - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, including two independent directors [2]. - The chairman of the committee is an independent director, responsible for leading the committee's work [2]. Group 3: Responsibilities and Authority - The committee's main responsibilities include researching assessment standards for directors and senior management, reviewing compensation policies, and other matters authorized by the board [3]. - Compensation proposals for directors must be approved by the board and submitted for shareholder meeting approval, while senior management compensation requires board approval [3][4]. Group 4: Decision-Making Procedures - The committee has a working group to prepare for decision-making, providing necessary financial and performance data [4]. - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [4][5]. Group 5: Meeting Rules - The committee meets as needed, with a requirement for two-thirds of members to be present for decisions [5]. - Meeting decisions require a majority vote, and the committee can invite other relevant personnel to attend meetings for explanations [5][6]. Group 6: Confidentiality and Compliance - Members and attendees of the committee meetings are obligated to maintain confidentiality regarding undisclosed information [6]. - The committee's operations must comply with relevant laws, regulations, and the company's articles of association [7].
ST未名: 《董事会薪酬与考核委员会工作细则》(2025年7月)