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天目药业: 杭州天目山药业股份有限公司董事和高级管理人员薪酬管理制度(2025年8月修订)

Core Viewpoint - The compensation management system for directors and senior management at Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance the evaluation of work performance, establish an incentive and restraint mechanism, and align with modern corporate governance principles [1][2]. Group 1: General Principles - The compensation management system applies to directors elected by the shareholders and senior management appointed by the board [1]. - The principles of compensation management include a combination of labor distribution with responsibilities, linking income levels to company performance, considering long-term interests, and ensuring competitive compensation compared to market standards [2][3]. Group 2: Management Structure - The board of directors establishes a Compensation and Assessment Committee responsible for managing, assessing, and supervising the compensation of directors and senior management [3]. - The committee proposes compensation standards and performance assessment plans, which require approval from the board and shareholders before implementation [3][4]. Group 3: Compensation Composition and Standards - Compensation for directors includes allowances for independent and external directors, with specific standards set at 100,000 yuan/year for independent directors and 40,000 yuan/year for non-independent directors [4]. - Internal directors' compensation is based on a salary system, with the chairman's salary ranging from 500,000 to 3,000,000 yuan/year, subject to board approval [4][5]. - Senior management's compensation consists of a basic salary and performance rewards, with basic salaries ranging from 400,000 to 2,000,000 yuan/year for general managers and 300,000 to 1,500,000 yuan/year for other senior roles [5][6]. Group 4: Performance Assessment Principles - Independent directors do not participate in internal assessments linked to compensation, while internal directors and senior management are assessed based on annual performance [6]. - The annual performance rewards are determined by the Compensation and Assessment Committee and require board approval for execution [6]. Group 5: Compensation Management and Adjustments - The compensation system should adapt to the company's development strategy and operational changes, with adjustments proposed by the Compensation and Assessment Committee [7][8]. - Adjustments are based on industry salary levels, inflation, company profitability, organizational changes, and individual performance [7][8].