浙能电力: 董事会薪酬与考核委员会议事规则

Core Viewpoint - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Zhejiang Zheneng Electric Power Co., Ltd. by setting clear standards for the evaluation and compensation of directors and senior management [1][2]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [4]. - The committee is responsible for formulating evaluation standards for directors and senior management, reviewing compensation policies, and making recommendations to the board on various matters, including compensation and incentive plans [3][9]. - The committee's recommendations must be documented in board resolutions if not fully adopted, ensuring transparency [3][4]. Group 2: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as needed [14]. - Meetings can be conducted through various means, including video conferencing, and decisions require a two-thirds majority of members present [16][18]. - Meeting records must be maintained, and members have a confidentiality obligation regarding non-public information [24][25]. Group 3: Compliance and Governance - The committee's operations are governed by relevant laws and the company's articles of association, ensuring compliance with legal standards [26]. - The board of directors holds the authority to interpret the rules of the committee, which take effect upon board approval [27][28].