万和电气: 董事会薪酬与考核委员会实施细则（2025年8月）

Core Points - The implementation rules for the Compensation and Assessment Committee of Guangdong Vanward New Electric Co., Ltd. aim to improve the governance structure and establish a sound assessment and compensation management system for directors and senior management [3][4] - The committee is composed of three directors, with a majority being independent directors, and is responsible for evaluating the performance of directors and senior management [3][4][5] Group 1: General Provisions - The rules are established based on relevant laws, regulations, and the company's articles of association [3] - The committee is a specialized working body set up by the board of directors and is accountable to the board [3][4] Group 2: Composition of the Committee - The committee consists of three directors, with independent directors holding a majority [4] - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and are elected and appointed by the board [4][5] Group 3: Responsibilities and Authority - The committee's main responsibilities include formulating compensation plans, reviewing performance, supervising the execution of the compensation system, and making recommendations to the board regarding compensation matters [4][5] - The committee must submit compensation plans for directors to the board for approval and then to the shareholders' meeting for implementation [5][6] Group 4: Meeting Procedures - The committee meetings are convened by the chairperson, with a notice period of seven days unless waived by unanimous consent [8] - A quorum requires the presence of at least two-thirds of the committee members, and meetings can be held in person or via other communication methods [8][9] Group 5: Additional Provisions - The rules specify that the committee can invite non-committee directors and senior management to attend meetings if necessary [9] - The committee is responsible for maintaining confidentiality regarding the matters discussed in meetings [9][10]