Core Points - The article outlines the implementation details of the Compensation and Assessment Committee of Guangzhou HuanTou Yongxing Group Co., Ltd, aimed at enhancing the governance structure by aligning risks with rewards [1][2] - The committee is responsible for establishing assessment standards for directors and senior management, reviewing compensation policies, and suggesting actions against misconduct [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [3] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3] - The committee has a designated convener, who is an independent director, responsible for leading the committee's work [3] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including incentive plans [4][5] - The committee must conduct an annual review of the decision-making process for compensation to ensure it aligns with company and shareholder interests [5][6] - Any compensation plans proposed by the committee require board approval and must be submitted to the shareholders' meeting for final approval [5][6] Group 3: Decision-Making Procedures - The committee's decision-making process involves preparation by the HR and finance departments, providing necessary data for assessments [6][7] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] - Meetings of the committee must have a quorum of two-thirds of its members, and decisions require a majority vote [7][8] Group 4: Meeting Regulations - The committee holds at least one regular meeting annually, with additional meetings called as needed [7] - Meeting records must be kept, and all members are required to maintain confidentiality regarding the discussed matters [8][9] - The committee's rules and procedures must comply with relevant laws and the company's articles of association [8][9]
永兴股份: 永兴股份董事会薪酬与考核委员会实施细则（2025年8月）