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弘元绿能: 董事会薪酬与考核委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Hongyuan Green Energy Co., Ltd. [1][2] - The committee is responsible for formulating assessment standards and compensation policies for the company's directors and senior management [1][3] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on relevant laws and regulations [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on job responsibilities and market standards, conducting annual performance evaluations, and supervising the execution of the compensation system [9] - Any compensation plans proposed by the committee must be approved by the board and submitted for shareholder review [11][12] Group 3: Decision-Making Procedures - The committee must notify all members five days prior to meetings, and decisions require a two-thirds majority attendance [14][15] - Meetings can be held in person or via communication methods, and all proceedings must be documented [16][22] Group 4: Additional Provisions - The committee may invite company directors and senior management to attend meetings but without voting rights [18] - The committee's guidelines are subject to modification by the board and take effect upon board approval [27]
光峰科技: 董事会薪酬与考核委员会工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Shenzhen Guangfeng Technology Co., Ltd. and assist the board in making informed decisions [1][2] - The committee is responsible for formulating and executing compensation plans for directors and senior management, as well as developing assessment standards [3][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of at least three directors, with a majority being independent directors [2] - The committee is chaired by an independent director elected by the board [2] Group 2: Responsibilities and Authority - The committee is tasked with creating assessment standards for directors and senior management, and it must propose compensation policies to the board [3][4] - It is responsible for reviewing and suggesting changes to stock incentive plans and employee stock ownership plans [3] Group 3: Meeting Procedures - Meetings can be called by committee members as needed, with a notice period of three days, although this can be waived in emergencies [5][6] - A quorum requires the presence of more than half of the committee members, and decisions are made by a majority vote [6][7] Group 4: Evaluation Process - The committee can investigate the performance and duties of directors and senior management, requiring cooperation from relevant departments [9] - The evaluation process includes a presentation by directors and senior management, followed by performance assessments and recommendations for compensation [9]
广博股份: 董事会薪酬与考核委员会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
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, including two independent directors, and is responsible for formulating assessment standards and compensation policies [2][4] - The committee's main responsibilities include evaluating the performance of directors and senior management, reviewing compensation policies, and making recommendations to the board [3][8] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized working body of the board, reporting directly to it [1] - The committee is tasked with developing assessment standards and compensation policies for directors and senior management [1][2] - The committee's members are elected by the board and serve a term consistent with that of the board [2][4] Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing assessment standards for directors and senior management [8] - It reviews and examines the performance of directors and senior management, providing annual performance evaluations [8] - The committee must submit its compensation plans for directors and senior management to the board for approval [3][8] Group 3: Decision-Making Procedures - The committee must meet at least once a year, with meetings convened by the chairperson [5][6] - A quorum for meetings requires the presence of at least two-thirds of the committee members [5] - Meeting records must be kept, and all members are bound by confidentiality regarding the discussed matters [7][8]
杭钢股份: 杭州钢铁股份有限公司董事会薪酬与考核委员会工作条例
Zheng Quan Zhi Xing· 2025-08-22 09:21
Core Points - The article outlines the establishment and management of the compensation and assessment system for the board of directors and senior management of Hangzhou Steel Co., Ltd. [1] - The Compensation and Assessment Committee is a permanent deliberative body under the board of directors, responsible for improving work efficiency and corporate governance structure [1][2] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [2] - 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 [2] - The committee has one convener, who is an independent director, elected by the committee members [2] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, reviewing compensation mechanisms, and making recommendations to the board on various matters [2][3] - The committee must document any recommendations not fully adopted by the board, including reasons for non-adoption [2] Meeting Procedures - The committee is required to meet at least once a year, with provisions for additional meetings as necessary [5] - Meetings must be announced to all members at least three days in advance, with provisions for urgent meetings [5] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [5][6] Documentation and Reporting - Meeting records must be kept for at least ten years, and the results of the meetings must be reported in writing to the board [6][7] - The committee is supported by the human resources department, which provides necessary operational data and prepares meeting materials [2][6] Additional Provisions - The article specifies that the term of the committee aligns with that of the board, and members can be re-elected [2] - Any matters not covered by the article should follow relevant national laws and regulations [7]
拓斯达: 董事会薪酬与考核委员会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 15:12
Core Points - The article outlines the rules and regulations for the Compensation and Assessment Committee of Guangdong Tosstar Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [2][3]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [2][3]. - The committee consists of three members, with two being independent directors, and is chaired by an independent director [6][7]. - The committee is tasked with reviewing and proposing compensation plans for directors and senior management, including performance evaluation standards and long-term incentive plans [14][15]. Group 2: Decision-Making Procedures - The committee's evaluation process includes self-assessments by directors and senior management, followed by performance evaluations based on established criteria [18][19]. - Meetings of the committee require the presence of at least two-thirds of the members to make decisions, and decisions must be approved by a majority [24][25]. - The committee can invite directors and senior management to attend meetings when necessary and may seek independent financial advice for evaluating incentive plans [28][29]. Group 3: Documentation and Record-Keeping - The committee is required to maintain detailed meeting records, including attendance, discussion points, and decisions made [32][33]. - All meeting materials must be preserved according to the company's archival management system [34]. Group 4: Implementation and Amendments - The rules established by the committee are subject to national laws and regulations, and any conflicts with future laws will necessitate amendments to the rules [35][36]. - The board of directors is responsible for interpreting and modifying these rules as necessary [37].
东方电缆: 宁波东方电缆股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:38
Core Points - The company has established a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment systems, improving corporate governance structure [1][2] - The committee consists of three directors, with a majority being independent directors, and is responsible for evaluating the performance and compensation of directors and senior management [4][5] Group 1: Committee Composition and Responsibilities - The committee members must meet specific qualifications, including no disqualifying conditions as per the Company Law or Articles of Association [6][7] - The committee is tasked with developing assessment standards for directors and senior management, as well as formulating and reviewing compensation policies and plans [10][11] - Recommendations made by the committee regarding compensation must be documented if not fully adopted by the board, including reasons for non-adoption [3][8] Group 2: Meeting Procedures - The committee is required to hold at least one meeting annually, with proper notification to all members five days prior to the meeting [12][13] - Meetings can be conducted in person or through other means, ensuring all members can communicate effectively [14][15] - A quorum of two-thirds of the committee members is necessary for meetings to proceed, and decisions require a majority vote [16][17] Group 3: Conflict of Interest and Confidentiality - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [28][29] - All participants in committee meetings are bound by confidentiality regarding the discussed matters [8][10] Group 4: Evaluation and Reporting - The committee has the authority to assess the performance of non-independent directors and senior management, requiring cooperation from relevant departments [32][33] - Meeting records must be maintained for at least ten years, detailing attendance, discussions, and decisions made [24][25]
芯碁微装: 董事会薪酬与考核委员会工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Hefei Chipqi Microelectronics Equipment Co., Ltd. by developing a management system for the assessment and compensation of directors and senior management [1][7] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports directly to the board of directors [2][3] Group 1: Committee Composition - The Compensation and Assessment Committee consists of three directors, with independent directors holding a majority and serving as the convener [2] - The term of the committee members aligns with that of the directors, and any changes in their status will automatically affect their committee membership [2][3] Group 2: Responsibilities and Authority - The committee is tasked with proposing compensation plans for directors and senior management, including stock incentive plans and employee stock ownership plans [3][4] - Recommendations made by the committee that are not adopted by the board must be documented, including the reasons for non-adoption [3][4] Group 3: Work Procedures - The committee is required to meet at least once a year, with provisions for emergency meetings if necessary [5] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [5][6] Group 4: Confidentiality and Reporting - All members and attendees of the committee meetings are bound by confidentiality regarding the matters discussed [6] - Decisions made by the committee must be reported in writing to the board of directors [6]
广东宏大: 董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-01 16:10
Core Points - The company establishes a remuneration and assessment committee to enhance governance and manage the compensation of directors and senior management [1][2] - The committee consists of three to five directors, with a majority being independent directors [2][3] - The committee is responsible for formulating and reviewing compensation policies, assessment standards, and performance evaluations for directors and senior management [2][3] Group 1: Committee Structure - The remuneration and assessment committee is a specialized body of the board, tasked with developing compensation plans and assessment criteria [1][2] - The committee is chaired by an independent director appointed by the board [2][3] - The committee's term aligns with that of the board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include creating compensation plans based on job responsibilities and market standards [2][3] - It is also responsible for drafting stock incentive plans and ensuring compliance during their implementation [2][3] - The committee must supervise the execution of the compensation system and verify the accuracy of disclosures in the annual report [2][3] Group 3: Decision-Making Process - The committee's decisions must be submitted to the board for approval, and the board can reject any plans that harm shareholder interests [3][4] - The committee is required to prepare an annual work plan and submit performance evaluation reports to the board [4][5] - Meetings can be held regularly or as needed, with a quorum of two-thirds of members required for decisions [5][6] Group 4: Meeting Procedures - Meetings can include other directors and management for discussions, and the committee can seek external professional advice if necessary [5][6] - All meeting decisions and records must be documented and kept confidential [6][7] - The committee's decisions must comply with relevant laws, regulations, and the company's articles of association [6][7] Group 5: Amendments and Interpretations - The board is responsible for formulating and amending the working rules of the committee [7] - Any unresolved matters will be executed according to national laws and regulations [7][8] - The board holds the authority to interpret these working rules [7]
浙江东日: 浙江东日股份有限公司董事会薪酬与考核委员会工作条例
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Zhejiang Dongri Co., Ltd, aimed at enhancing the management of compensation and assessment for directors and senior management [1][2] - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management, ensuring alignment with the company's governance structure [1][3] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body established by the board of directors, responsible for the compensation policies and assessment of directors and senior management [1] - The term "compensation" includes salaries, bonuses, allowances, benefits, options, and share grants provided to directors and senior management [1] - The committee consists of three directors, with at least two being independent directors [2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards and conducting evaluations for directors and senior management, as well as reviewing compensation policies and plans [3] - Recommendations made by the committee regarding compensation must be approved by the board and subsequently submitted for shareholder approval [3] Group 3: Decision-Making Procedures - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [4][5] - The evaluation process involves self-reports and assessments from directors and senior management, leading to proposed compensation amounts based on performance [5][6] Group 4: Meeting Rules - The committee must meet at least once a year, with additional meetings called as necessary, and decisions require a majority vote from attending members [6][7] - Meeting records must be maintained, detailing attendance, agenda, discussions, and voting outcomes, and these records are to be kept for a minimum of ten years [7][8]
唐山港: 唐山港集团股份有限公司董事会薪酬与考核委员会实施细则
Zheng Quan Zhi Xing· 2025-07-15 08:13
Core Points - The article outlines the implementation details of the Compensation and Assessment Committee of Tangshan Port Group Co., Ltd, aimed at enhancing the company's governance structure and management system [1][2] - The committee is responsible for reviewing the performance and compensation of directors and senior management, providing recommendations to the board [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is established according to the company's articles of association and relevant regulations [1] - The committee consists of three members, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching assessment standards, reviewing compensation policies, conducting annual performance evaluations, and proposing compensation plans to the board [3][4] - The committee must submit compensation plans for directors to the board for approval before presenting them to the shareholders' meeting [4] Group 3: Operational Procedures - The Human Resources Department serves as the daily operational body for the committee, providing necessary data and preparing meetings [6] - The committee evaluates directors and senior management based on performance standards and submits proposals to the board for approval [6][8] Group 4: Meeting Rules - Meetings are convened by the committee chair, with a requirement of two-thirds attendance for decisions to be valid [8][9] - Meeting records must be kept for at least ten years, and confidentiality is required from all attendees [9][10]