宝丽迪: 董事会薪酬与考核委员会工作细则

Core Points - The article outlines the establishment of a compensation and assessment management system for the board of directors and senior management of Suzhou Baolidi Material Technology Co., Ltd. to improve corporate governance [1] - The Compensation and Assessment Committee is responsible for formulating assessment standards and compensation policies for directors and senior management, reporting to the board of directors [1][2] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, with independent directors making up more than half of the committee [3] - The committee is chaired by an independent director, elected by committee members and approved by the board [2] - The committee's term aligns with that of the board, and members who cease to be directors automatically lose their committee membership [2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards and compensation policies for directors and senior management, and must provide recommendations on various matters including compensation and stock incentive plans [3] - The board has the authority to reject any compensation policies that may harm shareholder interests [3] - Compensation plans proposed by the committee must be approved by the board and subsequently by the shareholders [3] Group 3: Decision-Making Procedures - The committee is required to prepare for meetings by providing relevant company data, including financial indicators and performance evaluations of directors and senior management [4][5] - The committee must hold at least one meeting annually, with a quorum of two-thirds of members required for decisions [6] - Decisions are made through voting, with each member having one vote, and resolutions must be passed by a majority [6] Group 4: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [6] - The article specifies that any matters not covered by the guidelines will be governed by relevant laws and regulations [7]