电光科技: 电光防爆科技股份有限公司董事会薪酬与考核委员会实施细则

Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports to the board of directors [1][3] - The committee consists of three directors, with independent directors making up the majority and serving as the convener [2][3] Committee Responsibilities - The committee is tasked with developing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including compensation and incentive plans [3][4] - The board of directors has the authority to reject any compensation plans that may harm shareholder interests, and any unadopted recommendations must be documented and disclosed [3][4] - Compensation plans for directors require board approval and must be submitted to the shareholders' meeting for approval before implementation [3][4] Decision-Making Procedures - A working group under the committee is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [4][5] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [5][6] - The committee meetings can be regular or temporary, with specific notification requirements for each type of meeting [6][7] Meeting Regulations - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [6][7] - The committee can invite directors and senior management to attend meetings if necessary, and may seek professional advice from external agencies [7][8] - Meeting records must be kept confidential, and members are required to sign the meeting minutes [7][8]