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基蛋生物: 基蛋生物:董事会提名、薪酬与考核委员会实施细则(2025年8月)

Core Points - The implementation rules for the Nomination, Compensation, and Assessment Committee of the company aim to improve the governance structure and establish a sound system for the nomination, assessment, and compensation management of directors and senior management [1][2] - The committee is composed of independent and external directors, with independent directors holding a majority [2][3] - The committee's main responsibilities include researching selection criteria for directors and senior management, reviewing candidates, and proposing compensation policies [8][9][10] Group 1 - The committee is a specialized working body established by the board of directors and is accountable to the board [1] - The committee's term aligns with that of the board, and members can be re-elected [2] - The human resources department provides professional support and feedback on the implementation of the committee's decisions [2][3] Group 2 - The committee is responsible for proposing standards and procedures for selecting directors and senior management, as well as reviewing and recommending candidates [8][9] - The compensation and assessment committee specifically handles the formulation of assessment standards and compensation policies for directors and senior management [10][11] - The committee's proposals for director compensation must be approved by the board and submitted for shareholder review [11] Group 3 - The selection process for directors and senior management involves extensive communication and research on the company's needs [12] - The committee must conduct a thorough review of candidates' qualifications and obtain their consent before nomination [12][13] - The human resources department provides essential materials for the committee's reference, including financial and performance indicators [13][14] Group 4 - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established standards [15] - The committee meetings require a two-thirds attendance to be valid, and decisions should reflect independent opinions [15][16] - Meeting records must be kept, and confidentiality is required from all attendees [16][17]