利欧股份: 薪酬与考核委员会工作细则

Core Viewpoint - The company has established a Compensation and Assessment Committee to create a scientific and effective performance evaluation and compensation management system for its directors and senior management [1][2]. Group 1: General Provisions - The Compensation and Assessment Committee is responsible for researching and proposing standards for evaluating directors and senior management, as well as reviewing compensation policies and plans [1][2]. - The committee is a specialized body under the board of directors, consisting of three directors, with independent directors accounting for more than half [1][2]. Group 2: Committee Composition - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [2]. - The term of the committee aligns with that of the board, and if a member ceases to be a director, they automatically lose their committee position [2]. Group 3: Committee Powers - The committee is tasked with formulating evaluation standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters, including salary and incentive plans [3][4]. - Any compensation plans that may harm shareholder interests can be vetoed by the board [3]. Group 4: Decision-Making Procedures - The committee requires relevant departments to provide necessary materials for decision-making, including financial indicators and performance evaluations [4][5]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [4][5]. Group 5: Meeting Rules - Meetings must be notified to all members three days in advance, and a quorum of two-thirds of the members is required for the meeting to proceed [5][6]. - Decisions made during meetings require a majority vote from attending members, and minutes must be recorded and signed by attendees [5][6]. Group 6: Miscellaneous - The work rules of the committee take effect upon approval by the board and will replace any previous versions [6]. - Any unresolved matters will be governed by relevant national laws and regulations, and the committee has the authority to interpret these rules [6].