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赛腾股份: 苏州赛腾精密电子股份有限公司董事会薪酬与考核委员会工作细则(2025年8月)

General Overview - The company has established a Compensation and Assessment Committee to enhance the evaluation and compensation management system for directors and senior management, aiming to improve corporate governance structure [2][3] Committee Composition - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors who also serve as the convener [3][4] - The term of the committee members aligns with that of the board of directors, and if a member ceases to be a director, they automatically lose their committee position [3][4] Responsibilities and Authority - The committee is responsible for formulating evaluation standards for directors and senior management, as well as reviewing their compensation policies and plans [4][5] - The committee must present its recommendations on compensation to the board, which must document any suggestions not adopted along with reasons for non-acceptance [4][5] Decision-Making Procedures - The committee's decision-making process includes preparing relevant company data, such as financial indicators and performance evaluations of directors and senior management [5][6] - The committee evaluates the performance of directors and senior management based on established standards and proposes compensation amounts and reward methods to the board for approval [6][7] Meeting Rules - The committee holds at least one regular meeting annually, with additional meetings called as necessary [7][8] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [7][8] Confidentiality and Record-Keeping - All committee members are bound by confidentiality regarding meeting discussions and decisions [8][9] - Meeting records must be maintained for a minimum of ten years, and all resolutions passed must be reported to the board in writing [8][9]