General Principles - The purpose of the remuneration management system is to improve the incentive and restraint mechanism for directors and senior management, ensuring stability and enhancing management effectiveness while aligning their interests with the company's long-term goals [2][3] - The system applies to directors (including independent directors), the general manager, deputy general managers, the board secretary, and the financial officer [2] Remuneration Structure and Determination - The total remuneration for directors (excluding independent directors) and senior management consists of basic remuneration and performance-based remuneration, linked to their responsibilities, risks, and the company's operational performance [3] - Basic remuneration is determined by market standards for similar positions, considering factors such as position, responsibility, and capability [3] - Performance-based remuneration is assessed based on the completion of company operational goals, the effectiveness of the relevant management personnel, and individual performance targets, evaluated by the remuneration and assessment committee [3] Decision-Making Procedures - The annual performance assessment period runs from January 1 to December 31 each year [6] - After the assessment year, the remuneration and assessment committee determines the performance-based remuneration amounts based on the company's operational status and annual audit results, with senior management remuneration reviewed by the board of directors and directors' remuneration reviewed by the shareholders' meeting [6] Remuneration Adjustment - The remuneration system should serve the company's operational strategy and be adjusted according to changes in the company's operational status [7] - Factors for remuneration adjustment include industry salary growth, inflation levels, company profitability, operational scale, organizational structure changes, and individual adjustments due to position changes [7] Remuneration Payment - Basic remuneration and independent director allowances are paid monthly, while performance-based remuneration is distributed according to the assessment cycle [7] - The company is responsible for withholding personal income tax from the remuneration of directors and senior management according to national regulations [7] Additional Provisions - If there is a conflict between this system and the latest laws, regulations, and rules issued by regulatory authorities, the latest legal provisions shall prevail [8] - This system takes effect after approval by the shareholders' meeting and is interpreted by the board of directors [8]
ST长方: 董事、高级管理人员薪酬管理制度(2025年8月)