振江股份: 董事会薪酬与考核委员会工作制度（2025年8月修订）

General Overview - The company establishes a Compensation and Assessment Committee to enhance the performance evaluation and compensation management system for senior management [2][4] - The committee operates independently and is responsible for formulating compensation policies and performance assessment standards [4][5] Committee Composition - The committee consists of at least three directors, with more than half being independent directors [4][5] - The committee is chaired by an independent director, who is responsible for convening meetings [3][4] Responsibilities and Authority - The committee is tasked with developing compensation systems for directors and senior management, and it reports to the board of directors [4][10] - It is responsible for assessing performance, formulating compensation plans, and making recommendations on stock incentive plans [11][12] Meeting Procedures - The committee must hold at least one regular meeting each fiscal year, with additional meetings called as needed [17][18] - Meetings can be conducted in person or via remote communication, and decisions require a two-thirds majority of committee members present [25][26] Voting and Decision-Making - Decisions are made through a named voting process, with each member having one vote [36][37] - Meeting records must be kept, detailing attendance, agenda items, and voting results [41][42] Conflict of Interest - Committee members must disclose any conflicts of interest and recuse themselves from discussions where they have a direct or indirect interest [44][45] Performance Assessment - The committee has the authority to track the performance of senior management and assess their compensation based on various factors [48][51] - Confidentiality is required regarding any non-public information obtained during the assessment process [52]