Core Points - The company has established a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment systems, improving corporate governance structure [1][2] - The committee consists of three directors, with a majority being independent directors, and is responsible for evaluating the performance and compensation of directors and senior management [4][5] Group 1: Committee Composition and Responsibilities - The committee members must meet specific qualifications, including no disqualifying conditions as per the Company Law or Articles of Association [6][7] - The committee is tasked with developing assessment standards for directors and senior management, as well as formulating and reviewing compensation policies and plans [10][11] - Recommendations made by the committee regarding compensation must be documented if not fully adopted by the board, including reasons for non-adoption [3][8] Group 2: Meeting Procedures - The committee is required to hold at least one meeting annually, with proper notification to all members five days prior to the meeting [12][13] - Meetings can be conducted in person or through other means, ensuring all members can communicate effectively [14][15] - A quorum of two-thirds of the committee members is necessary for meetings to proceed, and decisions require a majority vote [16][17] Group 3: Conflict of Interest and Confidentiality - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [28][29] - All participants in committee meetings are bound by confidentiality regarding the discussed matters [8][10] Group 4: Evaluation and Reporting - The committee has the authority to assess the performance of non-independent directors and senior management, requiring cooperation from relevant departments [32][33] - Meeting records must be maintained for at least ten years, detailing attendance, discussions, and decisions made [24][25]
东方电缆: 宁波东方电缆股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)