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翔港科技: 董事会薪酬与考核委员会议事规则(2025年8月修订)

General Principles - The establishment of the Remuneration and Assessment Committee aims to improve the remuneration management system for directors and senior management, enhancing corporate governance [1][2] - The committee is responsible for formulating, managing, and assessing the remuneration system for directors and senior management, reporting to the board of directors [1][2] Composition of the Committee - The committee consists of three directors, with independent directors making up more than half [2][3] - The chairman of the committee is an independent director, elected by committee members and approved by the board [2][3] Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing remuneration policies, and making recommendations on various matters, including remuneration and incentive plans [3][4] - The board of directors has the authority to reject remuneration plans that may harm shareholder interests [4] Decision-Making Procedures - The committee requires relevant written materials from the company to perform its duties, including financial indicators and performance evaluations [4][5] - The committee's evaluation process includes performance assessments and recommendations for remuneration based on these evaluations [5][6] Meeting Rules - The committee must hold at least one regular meeting annually, with provisions for temporary meetings upon request [5][6] - Meetings can be conducted in person or via remote communication, and decisions require the presence of at least two-thirds of committee members [6][7] Confidentiality and Record Keeping - Committee members are obligated to maintain confidentiality regarding company information that has not been publicly disclosed [7] - Meeting records must be kept for ten years, and members have the right to request their statements be included in the records [7]