杭钢股份: 杭州钢铁股份有限公司董事会薪酬与考核委员会工作条例

Core Points - The article outlines the establishment and management of the compensation and assessment system for the board of directors and senior management of Hangzhou Steel Co., Ltd. [1] - The Compensation and Assessment Committee is a permanent deliberative body under the board of directors, responsible for improving work efficiency and corporate governance structure [1][2] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has one convener, who is an independent director, elected by the committee members [2] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, reviewing compensation mechanisms, and making recommendations to the board on various matters [2][3] - The committee must document any recommendations not fully adopted by the board, including reasons for non-adoption [2] Meeting Procedures - The committee is required to meet at least once a year, with provisions for additional meetings as necessary [5] - Meetings must be announced to all members at least three days in advance, with provisions for urgent meetings [5] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [5][6] Documentation and Reporting - Meeting records must be kept for at least ten years, and the results of the meetings must be reported in writing to the board [6][7] - The committee is supported by the human resources department, which provides necessary operational data and prepares meeting materials [2][6] Additional Provisions - The article specifies that the term of the committee aligns with that of the board, and members can be re-elected [2] - Any matters not covered by the article should follow relevant national laws and regulations [7]