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永兴股份: 永兴股份董事会薪酬与考核委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
广州环投永兴集团股份有限公司 董事会薪酬与考核委员会实施细则 二〇二五年八月 第一章 总 则 第一条 为进一步健全广州环投永兴集团股份有限公司(下称"公司")董事 (不包括独立董事)及高级管理人员的薪酬与考核制度,形成风险与收益相对应 的机制,从而进一步完善公司的法人治理结构,根据《中华人民共和国公司法》 称" 《公司法》")等法律法规及《广州环投永兴集团股份有限公司章程》 (下称"《公 司章程》")的有关规定,公司特设立董事会薪酬与考核委员会,并制定本实施 细则。 第二条 董事会薪酬与考核委员会是董事会设立的专门工作机构,对董事会 负责,主要负责制定董事和高级管理人员的考核标准并进行考核;负责制定、审 查公司董事和高级管理人员的薪酬政策与方案,对董事和高级管理人员违规和不 尽职行为提出引咎辞职和提请罢免等建议。 第二章 成员组成 第三条 薪酬与考核委员会成员由三名董事组成,其中独立董事占多数。 第四条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体 董事的三分之一提名,并由董事会选举产生。 第五条 薪酬与考核委员会设召集人一名,由独立董事委员担任,负责主持 委员会工作;召集人在委员中选举,并报请 ...
德龙汇能: 董事会薪酬与考核委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:35
德龙汇能集团股份有限公司 DELONG COMPOSITE ENERGY GROUP CO., LTD 董事会薪酬与考核委员会工作细则 [经 2025 年 8 月 14 日公司第十三届董事会第十八次会议审议通过] 二○二五年八月 第一章 总则 第一条 为进一步建立健全德龙汇能集团股份有限公司 (以下简称"公司")董事及高级管理人员的考核和薪酬管 理制度,完善公司治理结构,根据《中华人民共和国公司法》 《上市公司治理准则》《德龙汇能集团股份有限公司章程》 (以下简称"公司《章程》")及其他有关规定,公司特设 立董事会薪酬与考核委员会,并制定本工作细则。 第二条 薪酬与考核委员会是董事会下设的专门工作机 构,主要负责对公司董事及高级管理人员制定考核标准并进 行考核;同时负责制定、审查公司董事及高级管理人员的薪 酬政策与方案,对董事会负责。 第五条 薪酬与考核委员会设主任委员一名,由独立董事 委员担任,负责主持委员会工作,并担任薪酬与考核委员会 召集人;主任委员在委员会成员内选举,并报请董事会批准 产生。 第六条 薪酬与考核委员会任期与董事会任期一致,委员 任期届满,连选可以连任。委员在任期内如不再担任公司董 -1 ...
亚太科技: 《董事会薪酬与考核委员会工作细则》
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The document outlines the establishment and operational guidelines for the Compensation and Assessment Committee of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. [1] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, ensuring compliance with relevant laws and regulations [2][4] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on various legal frameworks including the Company Law of the People's Republic of China [2] - The committee is accountable to the board of directors and is tasked with developing assessment standards and compensation mechanisms for directors and senior management [2][4] Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [3] - The chairman of the committee is an independent director and is responsible for leading the committee's activities [3] Group 3: Responsibilities and Authority - The committee is responsible for researching and formulating assessment standards, reviewing compensation policies, and making recommendations to the board regarding compensation matters [4] - The committee must ensure that any proposed compensation plans do not harm the interests of the company and its shareholders [4][10] Group 4: Decision-Making Procedures - The committee is required to prepare for decision-making by providing relevant financial and operational data [5][12] - The assessment process for directors and senior management includes self-evaluation and performance reviews based on established criteria [5][13] Group 5: Meeting Rules - The committee must hold at least one meeting annually, with a quorum of two-thirds of its members required for decisions [7][14] - Meetings can include external advisors for professional opinions, with costs covered by the company [7][18] Group 6: Confidentiality and Compliance - Members of the committee are bound by confidentiality regarding meeting discussions and decisions [8][23] - The document stipulates that any unresolved matters will be governed by applicable laws and the company's articles of association [8][24]
宜通世纪: 董事会薪酬与考核委员会工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
宜通世纪科技股份有限公司 董事会薪酬与考核委员会工作制度 宜通世纪科技股份有限公司 董事会薪酬与考核委员会工作制度 第一章 总则 第一条 为建立和完善宜通世纪科技股份有限公司(以下简称"公司")董事(指非 独立董事,下同)及高级管理人员(以下简称"高管人员")的业绩考核与评价体系,制 订科学、有效的薪酬管理制度,根据《中华人民共和国公司法》(以下简称"《公司法》")、 《宜通世纪科技股份有限公司章程》(以下简称"公司章程")的有关规定,公司董事会设 立董事会薪酬与考核委员会(以下简称"薪酬与考核委员会"),并制定本工作制度。 第二条 薪酬与考核委员会是董事会按照股东会决议设立的专门工作机构,主要负 责制定董事、高级管理人员的考核标准并进行考核,制定、审查董事、高级管理人员的 薪酬政策与方案。薪酬与考核委员会对董事会负责。 本工作制度所称董事是指在公司支取薪酬的董事长、董事,高管人员是指公司的总 经理、副总经理、财务总监、董事会秘书和公司章程规定的其他人员。 第八条 薪酬与考核委员会负责制定董事、高级管理人员的考核标准并进行考核, 制定、审查董事、高级管理人员的薪酬政策与方案,并就下列事项向董事会提出建议: ( ...
长青股份: 董事会薪酬与考核委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-10 08:16
General Overview - The document outlines the working rules of the Compensation and Assessment Committee of Jiangsu Changqing Agricultural Chemical Co., Ltd, approved on August 7, 2025, during the third meeting of the ninth board of directors [1] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with independent directors making up more than half and serving as the convener [2] - Committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of the directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for establishing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including compensation and incentive plans [2][3] - The board has the authority to reject any compensation plans that may harm shareholder interests, and any unadopted recommendations must be documented and disclosed [3] Decision-Making Procedures - The human resources department coordinates the preparation for the committee's decisions, providing necessary financial and performance data [3] - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established standards [3] Meeting Rules - The committee holds regular meetings at least once a year, with notifications sent seven days in advance, and can convene temporary meetings as needed [4] - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [4] Confidentiality and Reporting - All attendees of the committee meetings are bound by confidentiality regarding the discussed matters [5] - Resolutions and voting results from the meetings must be reported in writing to the board of directors [5]
国晟科技: 董事会薪酬与考核委员会工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management [1][4] - The committee consists of at least three directors, with independent directors making up the majority [2][4] Group 1: Committee Structure - The committee is appointed by the board and includes a chairperson who is an independent director [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2] - If the number of committee members falls below two-thirds of the required number, the board must promptly appoint new members [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and formulating assessment standards, proposing compensation policies, and reviewing incentive plans [4][11] - The committee is accountable to the board, and its decisions must be submitted for board approval [11][12] - Compensation proposals for directors must be approved by the board and submitted to the shareholders' meeting for approval [12] Group 3: Decision-Making Procedures - The committee must develop an annual work plan and complete assessment and compensation recommendation reports within a specified timeframe [5][6] - The human resources department is responsible for providing necessary data and coordinating the committee's activities [6] - The committee conducts annual assessments of directors and senior management, with specific procedures for performance evaluation [15] Group 4: Meeting Protocols - The committee holds regular and temporary meetings, with specific notification requirements for each type [16][17] - Meetings require a quorum of two-thirds of the members, and decisions must be made by a majority vote [20][21] - The committee may invite other directors and management to attend meetings for reporting or questioning [22][25] Group 5: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [28] - The committee's decisions and meeting records must comply with relevant laws, regulations, and the company's articles of association [26][30] - Any amendments to the committee's rules must be approved by the board [32]
中绿电: 天津中绿电投资股份有限公司董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-07-28 16:26
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management system for the evaluation and compensation of directors and senior management, thereby improving corporate governance [2][4] - The committee is composed of five directors, with a majority being independent directors, and is responsible for formulating evaluation standards and compensation policies for directors and senior management [4][5] - The committee's decisions regarding compensation plans must be approved by the board and subsequently submitted for shareholder approval [6] Group 1: General Provisions - The committee is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Articles of Association of Tianjin Zhonglv Electric Investment Co., Ltd [2] - The committee is accountable to the board of directors and is tasked with evaluating the performance of directors and senior management [2][5] Group 2: Composition of the Committee - The committee consists of five members, with independent directors holding a majority and serving as the convener [4][5] - The term of the committee aligns with that of the board, and members can be re-elected upon term expiration [4][5] Group 3: Responsibilities and Authority - The committee is responsible for developing compensation plans based on the roles and responsibilities of directors and senior management, including performance evaluation standards and incentive schemes [5] - It conducts annual performance evaluations of directors and senior management and proposes compensation plans to the board [5][6] Group 4: Decision-Making Procedures - The committee must prepare for decision-making by providing relevant financial and operational data [8][13] - Performance evaluations involve self-assessments by directors and senior management, followed by the committee's assessment based on established criteria [14] Group 5: Meeting Rules - The committee is required to hold at least one meeting annually, with proper notification to all members [9] - Decisions require the presence of at least two-thirds of the members and must be approved by a majority [9][10] Group 6: Miscellaneous Provisions - The committee's meeting records must be maintained for a minimum of ten years, ensuring confidentiality among members [10][12] - Any unresolved matters will be governed by national laws and regulations, and the committee has the authority to amend its rules as necessary [12][12]
东鹏饮料: 东鹏饮料(集团)股份有限公司董事会薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-25 16:49
Core Viewpoint - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Dongpeng Beverage Group Co., Ltd. by developing a comprehensive assessment and compensation management system for directors and senior management [2][3]. Group 1: General Provisions - The Compensation and Assessment Committee is a specialized working body established by the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [2]. - The committee consists of three directors, with independent directors holding a majority [4]. - The committee's term aligns with that of the board of directors, and members can be re-elected upon term expiration [3]. Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [9]. - The board of directors has the authority to reject any compensation plans that may harm shareholder interests [4]. - Compensation plans for directors require board approval and must be submitted to the shareholders' meeting for approval before implementation [4]. Group 3: Decision-Making Procedures - The committee is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations of directors and senior management [6]. - The evaluation process includes self-assessments by directors and senior management, followed by performance evaluations conducted by the committee [6]. Group 4: Meeting Rules - The committee must hold at least one meeting annually, with a quorum of two-thirds of members required for decision-making [7]. - Meetings can be conducted in person or through other means, ensuring all members can communicate effectively [8]. - Meeting records must be maintained for at least ten years, and confidentiality regarding meeting discussions is mandatory [9][10].
能辉科技: 董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-07-25 16:14
Group 1 - The company establishes a Compensation and Assessment Committee to enhance governance and efficiency, following relevant laws and regulations [2][4] - The committee is responsible for evaluating the performance of directors and senior management, as well as reviewing compensation policies and plans [2][3] - The committee consists of at least three directors, with a majority being independent directors [5][6] Group 2 - The committee is chaired by an independent director elected by the board, and its term aligns with that of the board [3][5] - The committee must submit its compensation plans for directors to the board for approval and subsequently to the shareholders' meeting [4][12] - The committee can hire external advisors for professional opinions, with costs covered by the company [7][8] Group 3 - The committee is tasked with developing performance evaluation standards and compensation mechanisms for directors and senior management [11][22] - Meetings require a quorum of two-thirds of the committee members, and decisions are made by a majority vote [19][20] - The committee must maintain confidentiality regarding meeting discussions and decisions [26][27]
龙蟠科技: 江苏龙蟠科技集团股份有限公司董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the evaluation and compensation of directors and senior management [1][2] - The committee consists of three directors, with a majority being independent non-executive directors [2][4] - The committee is responsible for setting evaluation standards, reviewing compensation policies, and making recommendations to the board [3][4] Group 1: Committee Structure - The committee is composed of three members, with independent non-executive directors holding the majority and serving as the chairperson [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2][6] - A working group under the committee is responsible for preparing materials and coordinating meetings [2][8] Group 2: Responsibilities and Powers - The committee is tasked with developing evaluation standards and compensation mechanisms for directors and senior management [3][4] - It has the authority to seek independent professional advice when necessary, with costs covered by the company [3][4] - The committee must ensure that no compensation plans harm shareholder interests [6][12] Group 3: Decision-Making Process - The committee meets at least once a year, with additional meetings as needed, and requires a quorum of over half of its members to make decisions [8][9] - Meeting records must be maintained, detailing discussions and decisions made [10][11] - The committee's recommendations on compensation must be approved by the board and disclosed to shareholders [6][12] Group 4: Reporting and Transparency - The committee is required to report its activities in the corporate governance report as part of the annual report [11][12] - The company must disclose its compensation policies and details of senior management compensation in its annual report [11][12] - The committee's authority and responsibilities will be publicly available on the company's and the Hong Kong Stock Exchange's websites [12][12]