拓斯达: 董事会薪酬与考核委员会议事规则（2025年8月）

Core Points - The article outlines the rules and regulations for the Compensation and Assessment Committee of Guangdong Tosstar Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [2][3]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [2][3]. - The committee consists of three members, with two being independent directors, and is chaired by an independent director [6][7]. - The committee is tasked with reviewing and proposing compensation plans for directors and senior management, including performance evaluation standards and long-term incentive plans [14][15]. Group 2: Decision-Making Procedures - The committee's evaluation process includes self-assessments by directors and senior management, followed by performance evaluations based on established criteria [18][19]. - Meetings of the committee require the presence of at least two-thirds of the members to make decisions, and decisions must be approved by a majority [24][25]. - The committee can invite directors and senior management to attend meetings when necessary and may seek independent financial advice for evaluating incentive plans [28][29]. Group 3: Documentation and Record-Keeping - The committee is required to maintain detailed meeting records, including attendance, discussion points, and decisions made [32][33]. - All meeting materials must be preserved according to the company's archival management system [34]. Group 4: Implementation and Amendments - The rules established by the committee are subject to national laws and regulations, and any conflicts with future laws will necessitate amendments to the rules [35][36]. - The board of directors is responsible for interpreting and modifying these rules as necessary [37].