信维通信: 董事会薪酬与考核委员会工作细则

Core Viewpoint - The company establishes a Compensation and Assessment Committee to enhance the governance structure and manage the evaluation and compensation of directors and senior management [1][2]. Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, with at least two being independent directors [4]. - The committee is chaired by an independent director, who is responsible for leading the committee's work [2]. - The term of the committee aligns with that of the board of directors, and members can be re-elected [5]. Group 2: Responsibilities - The committee is tasked with formulating assessment standards for directors and senior management, as well as reviewing compensation policies and plans [8]. - It must provide recommendations to the board regarding the compensation of directors and senior management, including stock incentive plans and employee shareholding plans [8][9]. - The committee is responsible for evaluating the performance of directors and senior management based on various financial and operational metrics [10][11]. Group 3: Decision-Making Procedures - The committee meetings require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [12][13]. - The committee can invite directors and senior management to attend meetings and may seek professional advice from external agencies if necessary [15][16]. - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [19][21]. Group 4: Implementation and Compliance - The working rules of the committee take effect upon approval by the board and must comply with relevant laws and regulations [22][23]. - The board retains the right to interpret these rules [24].