招商南油: 招商南油董事会薪酬与考核委员会工作规则（2025年修订）

Core Viewpoint - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of China Merchants Nanjing Tanker Corporation by developing a comprehensive assessment and compensation management system for directors and senior management [1][2]. Group 1: General Provisions - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management [1][2]. - The committee consists of three directors, with independent directors holding a majority and serving as the convener [2]. Group 2: Responsibilities and Authority - The committee's responsibilities include proposing compensation for directors and senior management, reviewing incentive plans, and ensuring compliance with legal and regulatory requirements [2][3]. - Recommendations from the committee that are not adopted by the board must be documented, including reasons for non-adoption [2]. Group 3: Work Procedures - The committee's meetings can be regular or temporary, with at least one regular meeting held annually [4][5]. - The committee must ensure that a quorum of two-thirds of its members is present for meetings to be valid [5][6]. Group 4: Meeting Rules - Meetings can be conducted in person or via electronic communication, and decisions require a majority vote from attending members [5][6]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality [6][7]. Group 5: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations [7]. - The board of directors is responsible for interpreting these rules, which take effect upon approval by the board [7].