郑中设计: 薪酬与考核委员会议事规则

Core Points - The company establishes a mechanism for evaluating and incentivizing its directors and senior management to enhance corporate governance [1] - The Compensation and Assessment Committee is responsible for formulating compensation policies and assessment standards for directors and senior management [2][10] - The committee consists of three directors, with at least two being independent directors, and is chaired by an independent director [6][8] Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body set up by the board of directors to develop compensation policies and assessment work for directors and senior management [2] - The committee is responsible for proposing compensation plans for directors and senior management, which must be approved by the board and then submitted to the shareholders' meeting for approval [12] - The committee must consider national laws, industry characteristics, regional economic conditions, and the company's operational status when formulating compensation policies [13] Group 2: Meeting Procedures and Decision-Making - The committee meetings are chaired by the chairperson, and independent directors must attend in person or provide written opinions if unable to attend [4][19] - A quorum for meetings requires the presence of more than half of the committee members, and decisions must be approved by a majority [20] - Meeting records and minutes are confidential documents, and all attendees are bound by confidentiality obligations [28][29]