吉林高速: 吉林高速公路股份有限公司董事会薪酬与考核委员会工作细则

Core Viewpoint - The company has established a Compensation and Assessment Committee to enhance the management of compensation for directors and senior management, aiming to improve corporate governance [1]. Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body set up by the board of directors, responsible for evaluating directors and managerial personnel and proposing recommendations [1]. - The committee is governed by relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1]. Group 2: Composition of the Committee - The committee consists of five members, with a majority being independent directors [2]. - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2]. - The committee's term aligns with that of the directors, and members can be re-elected [2]. Group 3: Responsibilities and Authority - The committee is responsible for formulating compensation policies, plans, and proposals for directors and senior management, including performance evaluation standards and reward systems [3]. - It submits proposals to the board for approval and must have shareholder approval for directors' compensation plans [3]. Group 4: Work Procedures - The committee must notify all members three days prior to meetings, with provisions for emergency meetings [5]. - A quorum of at least two-thirds of the members is required for meetings, which can be held in person or via communication methods [5]. - Decisions require a majority vote from the members present [5]. Group 5: Confidentiality and Reporting - The committee has a confidentiality obligation regarding company matters and must report the results of its meetings and proposals to the board in writing [6]. - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption [6]. Group 6: Supplementary Provisions - Any matters not covered by these rules will be executed according to national laws and regulations, and the rules will be revised if they conflict with legal requirements [7].