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湖南天雁: 湖南天雁机械股份有限公司董事会薪酬与考核委员会工作规则(2025年8月修订)

Core Points - The article outlines the rules and responsibilities of the Compensation and Assessment Committee of Hunan Tianyan Machinery Co., Ltd, aimed at improving the governance structure and management of compensation for directors and senior management [1][2]. Group 1: General Provisions - The Compensation and Assessment Committee is established by the board of directors to develop assessment standards and compensation policies for directors and senior management [1]. - The committee consists of three directors, including two independent directors, and is chaired by an independent director [2]. Group 2: Responsibilities and Authority - The committee is responsible for researching major income distribution systems, proposing performance assessment methods, and conducting performance evaluations for senior management [9]. - It has the authority to review the performance of directors and senior management and supervise the execution of the compensation system [9][10]. Group 3: Decision-Making Procedures - The committee must prepare for decision-making by providing relevant financial and performance data [12]. - Performance evaluations involve self-assessments by directors and senior management, followed by the committee's assessment based on established standards [13]. Group 4: Meeting Rules - The committee holds regular and temporary meetings, with at least one regular meeting per year [14]. - Decisions require the presence of at least two-thirds of the committee members and must be approved by a majority [15][16]. Group 5: Miscellaneous - The rules are subject to national laws and regulations, and any conflicts with future laws will necessitate amendments [24]. - The board of directors holds the interpretation rights of these rules, and previous rules are hereby abolished [25].