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国晟科技: 董事会薪酬与考核委员会工作细则(2025年修订)

Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management [1][4] - The committee consists of at least three directors, with independent directors making up the majority [2][4] Group 1: Committee Structure - The committee is appointed by the board and includes a chairperson who is an independent director [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2] - If the number of committee members falls below two-thirds of the required number, the board must promptly appoint new members [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and formulating assessment standards, proposing compensation policies, and reviewing incentive plans [4][11] - The committee is accountable to the board, and its decisions must be submitted for board approval [11][12] - Compensation proposals for directors must be approved by the board and submitted to the shareholders' meeting for approval [12] Group 3: Decision-Making Procedures - The committee must develop an annual work plan and complete assessment and compensation recommendation reports within a specified timeframe [5][6] - The human resources department is responsible for providing necessary data and coordinating the committee's activities [6] - The committee conducts annual assessments of directors and senior management, with specific procedures for performance evaluation [15] Group 4: Meeting Protocols - The committee holds regular and temporary meetings, with specific notification requirements for each type [16][17] - Meetings require a quorum of two-thirds of the members, and decisions must be made by a majority vote [20][21] - The committee may invite other directors and management to attend meetings for reporting or questioning [22][25] Group 5: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [28] - The committee's decisions and meeting records must comply with relevant laws, regulations, and the company's articles of association [26][30] - Any amendments to the committee's rules must be approved by the board [32]