董事会薪酬与考核

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药明康德: 无锡药明康德新药开发股份有限公司董事会薪酬与考核委员会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-09-02 10:25
Core Points - The document outlines the rules for the Compensation and Assessment Committee of Wuxi AppTec Co., Ltd, aiming to enhance the management of compensation and assessment for directors and senior management [2][3] - The committee is established under the board of directors and is responsible for formulating assessment standards, reviewing compensation policies, and researching equity incentive plans [2][5] Group 1: General Provisions - The committee is created to improve corporate governance and is based on various legal and regulatory frameworks [2] - The committee consists of three directors, with a majority being independent directors [3] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on the roles and responsibilities of directors and senior management, and ensuring transparency in the compensation process [5][6] - The committee is tasked with reviewing and approving compensation for non-independent directors and senior management, ensuring fairness and alignment with contractual terms [6][12] Group 3: Decision-Making Procedures - The committee is supported by a working group responsible for preparing proposals and providing necessary operational data [8][15] - Meetings require a two-thirds attendance of committee members, and decisions must be approved by a majority [9][10] Group 4: Meeting Regulations - Meetings must be documented, including attendance and voting results, and records should be maintained for at least ten years [10][11][28] - The committee has the authority to invite other directors and senior management to meetings when necessary [10][11] Group 5: Final Provisions - The rules take effect upon approval by the board and replace any previous regulations [29][30] - Any unresolved matters will be governed by relevant laws and regulations [30][31]
亨迪药业: 18-董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-09-02 09:12
Core Points - The document outlines the working rules of the Compensation and Assessment Committee of Hubei Hendi Pharmaceutical Co., Ltd, established to enhance corporate governance and improve operational efficiency [1][2] - The committee is responsible for evaluating the performance of directors and senior management, as well as reviewing and proposing compensation policies [1][3] Group 1: General Provisions - The committee is a specialized body established by the board of directors, responsible for assessing the performance standards of directors and senior management [1][2] - The committee consists of three members, including two independent directors, and is elected by the board [2][3] Group 2: Responsibilities and Duties - The committee is tasked with formulating performance evaluation standards and compensation policies for directors and senior management, and must submit proposals to the board for approval [11][12] - The chairperson of the committee is responsible for convening meetings, signing reports, and representing the committee to the board [13] Group 3: Meeting Procedures - The committee must hold at least one meeting annually, with additional meetings called as necessary [15][16] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][17] Group 4: Evaluation Process - The evaluation process for directors and senior management includes self-assessments and performance evaluations based on established criteria [23][24] - The committee may invite directors and senior management to attend meetings when necessary [24][25] Group 5: Miscellaneous Provisions - The rules are effective upon approval by the board and will be amended as necessary to comply with relevant laws and regulations [27][28] - The board is responsible for interpreting these rules [29]
和林微纳: 董事会薪酬与考核委员会实施细则(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:09
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Suzhou Helin Micro-Nano Technology Co., Ltd. and improve the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, ensuring transparency and fairness in the compensation process [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent non-executive directors [2] - The committee members are nominated by the chairman, more than half of the independent non-executive directors, or one-third of all directors, and elected by the board [2][3] - The committee has a chairperson who is an independent non-executive director, responsible for leading the committee's work [1][2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing and approving compensation policies, and making recommendations to the board [3][4] - It is responsible for reviewing and approving equity incentive plans and employee stock ownership plans, ensuring alignment with the company's goals [3][4] - The committee must ensure that no director participates in determining their own compensation [3][4] Group 3: Decision-Making Procedures - The committee holds regular meetings at least once a year, with decisions requiring the presence of at least two-thirds of its members [6][7] - Meeting records must be kept, documenting the date, participants, agenda, and voting results [7][8] - The committee can invite other directors and senior management to attend meetings and may seek professional advice when necessary [6][7] Group 4: Implementation and Compliance - The implementation rules for the committee take effect upon approval by the board and are applicable to the company's H shares listed on the Hong Kong Stock Exchange [8] - Any matters not covered by these rules will follow relevant national laws, regulations, and the company's articles of association [8]
曲美家居: 董事会薪酬与考核委员会工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Qu Mei Home Group Co., Ltd, aimed at enhancing the governance structure and management of compensation for directors and senior management [1][3][9]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body under the board of directors, responsible for researching and formulating compensation policies and assessment standards for directors and senior management [3][6]. - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [3][4]. - The committee's main responsibilities include evaluating the performance of directors and senior management, proposing compensation policies, and drafting stock incentive plans for board approval [3][6][8]. Group 2: Decision-Making Procedures - Compensation policies proposed by the committee for directors require board approval and must be submitted to the shareholders' meeting for final approval, while policies for senior management only need board approval [6][8]. - The committee is accountable to the board and must document any recommendations not adopted by the board, including reasons for non-acceptance [4][8]. Group 3: Meeting Protocols - The committee is required to meet at least once a year, with additional meetings called as necessary, and decisions require a quorum of two-thirds of the members [8][9]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality regarding the discussed matters [9][9].
悍高集团: 董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The establishment of the Remuneration and Assessment Committee aims to enhance the governance structure of the company and improve the assessment and remuneration management system for directors and senior management [2][3] - The committee is responsible for researching assessment standards, conducting evaluations, proposing remuneration policies, and supervising the implementation of the remuneration system [2][3][4] Composition - The committee consists of three directors, with a majority being independent directors [3] - The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3] - The term of the committee aligns with that of the board, and any member who ceases to be a director automatically loses their committee position [3] Responsibilities and Authority - The committee is tasked with formulating assessment standards for directors and senior management, reviewing remuneration policies, and making recommendations on various matters including remuneration and incentive plans [4][5] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] - The committee can hire external advisors for professional opinions, with costs covered by the company [4][5] Decision-Making Procedures - The board office is responsible for preparing necessary materials for the committee's decision-making [5][6] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] Meeting Rules - The committee must hold at least one meeting annually, with special provisions for urgent matters [8][9] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [8][9] - Meeting records must be kept for ten years, and all attendees are bound by confidentiality [8][9] Miscellaneous - Any matters not covered by these rules will follow relevant laws and the company's articles of association [9] - The board holds the interpretation rights of these rules, which take effect upon board approval [9]
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)
Zheng Quan Zhi Xing· 2025-08-29 17:03
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]
塞力医疗: 董事会薪酬与考核委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
General Principles - The purpose of the implementation rules is to establish a sound assessment and compensation management system for the board of directors and senior management of the company, improving corporate governance structure [2] - The Compensation and Assessment Committee is a specialized working body established by the board of directors and is accountable to the board [2] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with independent directors making up more than half [4] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4] - The committee has a convener (chairperson) who is an independent director, responsible for leading the committee's work [6] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, reviewing compensation policies, and making recommendations to the board on various matters [6] - The committee's proposed compensation plans for directors must be approved by the board and submitted for shareholder approval before implementation [10] - The committee must conduct an annual review of the compensation decision-making process and report findings to the board [11] Decision-Making Procedures - The committee's working group is responsible for preparing materials related to compensation and assessment decisions [12] - The assessment process includes self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [13] Meeting Rules - Meetings of the committee are called as needed, with notifications sent three days in advance, unless urgent [10] - A quorum requires attendance from at least two-thirds of the committee members, and decisions must be approved by a majority [15] - Meeting records must be kept, and confidentiality obligations apply to all attendees [22][24] Supplementary Provisions - The rules take effect upon approval by the board and are subject to relevant national laws and regulations [26][27] - The board holds the authority to interpret these rules [28]
音飞储存: 音飞储存董事会薪酬与考核委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The company has established a Compensation and Assessment Committee to enhance the management of compensation and performance evaluation for directors and senior management [1][2] - The committee consists of three members, with two being independent directors, and is responsible for formulating assessment standards and compensation policies [1][3] - The committee's main responsibilities include developing compensation plans, reviewing performance evaluations, and supervising the execution of compensation systems [3][4] Composition - The committee is composed of three directors, with a majority being independent directors [2] - The chairperson of the committee is elected from among the independent directors [2] Responsibilities and Authority - The committee is tasked with creating compensation plans based on the roles and responsibilities of directors and senior management [3] - It conducts annual performance evaluations and supervises the implementation of compensation policies [3][4] - Recommendations made by the committee regarding compensation must be approved by the board and submitted for shareholder review [3][4] Decision-Making Procedures - The committee meetings are held at least once a year, with a quorum of two-thirds of the members required for decisions [5][6] - Decisions are made through voting, and meeting records must be maintained for ten years [6][7] Miscellaneous - The committee's guidelines will be effective upon approval by the board and will be interpreted by the board [9]
元利科技: 元利化学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· 2025-08-27 16:41
General Overview - The document outlines the working rules of the Remuneration and Assessment Committee of Yuanli Chemical Group Co., Ltd, aimed at establishing a sound assessment and remuneration management system for directors and senior management [1][2]. Committee Structure - The Remuneration and Assessment Committee consists of three directors, with a majority being independent directors [4]. - The committee is chaired by an independent director elected by the board and has a term aligned with that of the board [6]. Responsibilities and Authority - The committee is responsible for formulating remuneration plans based on the responsibilities and importance of management positions, including performance evaluation standards and reward systems [3]. - It conducts annual performance evaluations of non-independent directors and senior management, supervises the execution of the remuneration system, and handles other matters authorized by the board [3][4]. Decision-Making Procedures - The committee's daily operations are supported by a working group that prepares necessary materials, including financial indicators and performance metrics [4][5]. - The evaluation process involves self-assessments from directors and senior management, followed by performance evaluations based on established standards [5]. Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions are made by a majority vote [6]. - The committee can invite external advisors for professional opinions when necessary, with costs covered by the company [6][7]. Implementation and Amendments - The working rules take effect upon approval by the board and will be amended in accordance with national laws and company regulations if conflicts arise [7].
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
Core Points - The article outlines the implementation details of the Compensation and Assessment Committee of Guangzhou HuanTou Yongxing Group Co., Ltd, aimed at enhancing the governance structure by aligning risks with rewards [1][2] - The committee is responsible for establishing assessment standards for directors and senior management, reviewing compensation policies, and suggesting actions against misconduct [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [3] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3] - The committee has a designated convener, who is an independent director, responsible for leading the committee's work [3] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including incentive plans [4][5] - The committee must conduct an annual review of the decision-making process for compensation to ensure it aligns with company and shareholder interests [5][6] - Any compensation plans proposed by the committee require board approval and must be submitted to the shareholders' meeting for final approval [5][6] Group 3: Decision-Making Procedures - The committee's decision-making process involves preparation by the HR and finance departments, providing necessary data for assessments [6][7] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] - Meetings of the committee must have a quorum of two-thirds of its members, and decisions require a majority vote [7][8] Group 4: Meeting Regulations - The committee holds at least one regular meeting annually, with additional meetings called as needed [7] - Meeting records must be kept, and all members are required to maintain confidentiality regarding the discussed matters [8][9] - The committee's rules and procedures must comply with relevant laws and the company's articles of association [8][9]