苏利股份: 苏利股份：薪酬与考核委员会工作细则（2025年8月）

Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Jiangsu Suli Fine Chemical Co., Ltd, aimed at enhancing the governance structure and management of compensation for directors and senior management [1][2]. Group 1: Committee Structure - The Compensation and Assessment Committee consists of three board members, including two independent directors [4]. - The committee is chaired by an independent director, elected by a majority of the committee members [2]. - The term of the committee aligns with that of the board, allowing for re-election upon term completion [2]. Group 2: Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing compensation policies [3][9]. - It must propose recommendations on matters such as compensation for directors and senior management, stock incentive plans, and other relevant issues [9][10]. - The board has the authority to reject any compensation plans that may harm shareholder interests [10]. Group 3: Decision-Making Procedures - The committee's working group is tasked with preparing necessary materials for decision-making, including financial indicators and performance evaluations [4][5]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [5][9]. - Meetings are to be held with at least two members present, and decisions require a majority vote [15][16]. Group 4: Meeting Regulations - Meetings are typically held in person, but can also be conducted via video or phone under certain circumstances [14]. - The committee can invite directors and senior management to attend meetings when necessary [17]. - All meeting proceedings and decisions must be documented and kept for at least ten years [21][22]. Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to modification in accordance with national laws and regulations [24][25]. - The board retains the authority to interpret these guidelines [26].