广东宏大: 董事会薪酬与考核委员会工作细则

Core Points - The company establishes a remuneration and assessment committee to enhance governance and manage the compensation of directors and senior management [1][2] - The committee consists of three to five directors, with a majority being independent directors [2][3] - The committee is responsible for formulating and reviewing compensation policies, assessment standards, and performance evaluations for directors and senior management [2][3] Group 1: Committee Structure - The remuneration and assessment committee is a specialized body of the board, tasked with developing compensation plans and assessment criteria [1][2] - The committee is chaired by an independent director appointed by the board [2][3] - The committee's term aligns with that of the board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include creating compensation plans based on job responsibilities and market standards [2][3] - It is also responsible for drafting stock incentive plans and ensuring compliance during their implementation [2][3] - The committee must supervise the execution of the compensation system and verify the accuracy of disclosures in the annual report [2][3] Group 3: Decision-Making Process - The committee's decisions must be submitted to the board for approval, and the board can reject any plans that harm shareholder interests [3][4] - The committee is required to prepare an annual work plan and submit performance evaluation reports to the board [4][5] - Meetings can be held regularly or as needed, with a quorum of two-thirds of members required for decisions [5][6] Group 4: Meeting Procedures - Meetings can include other directors and management for discussions, and the committee can seek external professional advice if necessary [5][6] - All meeting decisions and records must be documented and kept confidential [6][7] - The committee's decisions must comply with relevant laws, regulations, and the company's articles of association [6][7] Group 5: Amendments and Interpretations - The board is responsible for formulating and amending the working rules of the committee [7] - Any unresolved matters will be executed according to national laws and regulations [7][8] - The board holds the authority to interpret these working rules [7]