光华科技: 董事会薪酬与考核委员会工作制度

Core Viewpoint - The establishment of a Compensation and Assessment Committee within Guangdong Guanghua Technology Co., Ltd. aims to enhance the governance structure by setting standards for evaluating and compensating directors and senior management [1]. Group 1: Committee Structure - The Compensation and Assessment Committee consists of at least three directors, with independent directors making up more than half of the committee [2]. - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [2]. - The committee's term aligns with that of the board, and any member who ceases to be a director automatically loses their committee position [2]. Group 2: Responsibilities and Authority - The committee is responsible for developing evaluation standards for directors and senior management, as well as reviewing and proposing compensation policies [3]. - The board has the authority to reject any compensation plans that may harm shareholder interests [3]. - Compensation plans for directors must be approved by the board and then submitted for shareholder approval, while plans for senior management require board approval [3]. Group 3: Decision-Making Procedures - The human resources department prepares necessary documentation for the committee's decision-making, including financial indicators and performance evaluations [4][5]. - The evaluation process involves self-assessments by directors and senior management, followed by performance evaluations conducted by the committee [5]. - The committee meets as needed, with a quorum of two-thirds of members required for decisions, and decisions must be approved by a majority [6]. Group 4: Confidentiality and Amendments - Members of the committee and attendees are bound by confidentiality regarding meeting discussions and decisions [6]. - The committee has the authority to amend its working procedures, subject to board approval [7].