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董事会薪酬与考核制度
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云天化: 云天化董事会薪酬与考核委员会实施细则
Zheng Quan Zhi Xing· 2025-07-25 16:37
General Overview - The implementation rules for the Compensation and Assessment Committee of Yunnan Yuntianhua Co., Ltd. aim to establish a sound incentive and restraint mechanism for directors and senior management, improving corporate governance structure [1][2] Committee Composition - The Compensation and Assessment Committee consists of three directors who are not senior management, with independent directors making up more than half of the committee [3][4] - The committee is chaired by an independent director, elected by the committee members [2][4] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing and proposing compensation policies [8][9] - The committee must submit compensation proposals for directors to the board for approval and for senior management to the board for ratification [3][9] Decision-Making Procedures - The committee's office is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [11][12] - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [12] Meeting Rules - The committee must meet at least once a year, with meetings convened by the chairperson [13][14] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Confidentiality and Record-Keeping - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [24] - Meeting records must be kept for ten years, with attendance signatures required [22][23] Implementation and Amendments - The implementation rules take effect upon approval by the board and are subject to relevant national laws and regulations [25][27]
腾龙股份: 腾龙股份董事会薪酬与考核委员会工作制度
Zheng Quan Zhi Xing· 2025-07-22 13:12
第一章 总则 第一条 为规范和完善常州腾龙汽车零部件股份有限公司(以下简称"公司") 董事、高级管理人员的薪酬与考核管理制度,完善公司法人治理结构,根据《中 华人民共和国公司法》(以下简称"《公司法》")等法律、法规、规范性文件 及《常州腾龙汽车零部件股份有限公司章程》(以下简称"《公司章程》")的 规定,公司特设立董事会薪酬与考核委员会,并制定本制度。 第二条 董事会薪酬与考核委员会是董事会下设的专门工作机构,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 薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案。 第三条 公司董事会办公室为薪酬与考核委员会工作联系部门,主要负责日 常工作联络、会议组织和下达、协调及督办薪酬与考核委员会安排的任务等工作, 公司其他部门根据职能提供业务支撑工作。 常州腾龙汽车零部件股份有限公司 董事会薪酬与考核委员会工作制度 第二章 人员构成及任期 第四条 公司薪酬与考核委员会成员由 3 名董事组成,其中独立董事 2 名。 第五条 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。 第六条 ...
ST证通: 董事会薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:28
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shenzhen Zhitong Electronics Co., Ltd, aimed at improving the governance structure and management of compensation for directors and senior management [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body composed of directors responsible for setting assessment standards and compensation policies for directors and senior management [1][2] - The committee is established in accordance with relevant laws and regulations, including the Company Law and the Corporate Governance Code [1] Group 2: Composition of the Committee - The committee consists of three members, including two independent directors, elected by the board of directors [2] - The chairperson of the committee is an independent director, responsible for convening and presiding over meetings [2] Group 3: 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 [3] - The committee's decisions must align with the Company Law, the company's articles of association, and the established guidelines [3] Group 4: Meeting Procedures - Meetings are convened by the chairperson, and a quorum requires the presence of at least two-thirds of the members [4][5] - Meeting notifications must be sent out three days in advance, detailing the time, location, agenda, and contact information [4] Group 5: Voting and Decision-Making - Decisions made by the committee require a majority vote from all members, including those not present [5] - The committee may seek professional advice from external agencies, with costs covered by the company [5] Group 6: Confidentiality and Compliance - All members and representatives attending meetings are bound by confidentiality regarding the matters discussed [7] - The guidelines will be effective upon approval by the board of directors and will be interpreted by the board [7]
宣亚国际: 《董事会薪酬与考核委员会工作制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:12
General Provisions - The company establishes a remuneration and assessment committee to improve the governance structure and management of remuneration for directors and senior management [1] - The committee is responsible for directors who receive remuneration and senior management appointed by the board [1] Composition of the Committee - The remuneration and assessment committee consists of three directors, with a majority being independent directors [3] - The committee elects a chairperson from among the independent directors, who is responsible for convening and presiding over meetings [3][4] - The term of the committee members aligns with that of the board of directors, and members automatically lose their committee position if they cease to be directors [4] Responsibilities and Authority - The committee is tasked with formulating, managing, and assessing the remuneration system for directors and senior management, reporting to the board [6] - Key responsibilities include researching and reviewing remuneration policies, proposing annual remuneration plans, and developing performance evaluation standards [6][7] - The committee's proposals for equity incentive plans and remuneration plans must be approved by the board and submitted to the shareholders' meeting [7][11] Working Procedures - Meetings must be notified three days in advance, and can be convened urgently if necessary [9] - A quorum requires two-thirds of the committee members to be present, and decisions are made through written voting [9][10] - Meeting records must be kept, and members have a confidentiality obligation regarding company information [11][12]
ST任子行: 董事会薪酬与考核委员会实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-06 10:17
Core Points - The article outlines the implementation rules for the Compensation and Assessment Committee of the Board of Directors of Renzi Hang Network Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, reporting to the Board of Directors [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors, and is chaired by an independent director [4][5] - The term of the committee aligns with that of the Board of Directors, allowing for re-election upon term completion [5][6] Group 2: Responsibilities - The committee is tasked with formulating assessment standards, reviewing compensation policies, and making recommendations on various matters including compensation and stock incentive plans [4][6] - Recommendations not fully adopted by the Board must be documented along with reasons for non-adoption [4] Group 3: Decision-Making Process - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [7][8] Group 4: Meeting Procedures - Meetings can be held in person or via other means, and confidentiality is required from all attendees [7][8] - The committee may invite other directors or senior management to attend meetings when necessary [7][8] Group 5: Miscellaneous - The rules are subject to approval by the Board and will take effect upon approval [9] - Any unresolved matters will be governed by national laws and the company's articles of association [9]
亚世光电: 董事会薪酬与考核委员会议事规则
Zheng Quan Zhi Xing· 2025-06-26 16:30
Core Points - The company establishes a Compensation and Assessment Committee to enhance its governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee consists of three directors, with a majority being independent directors, and is responsible for setting assessment standards and reviewing compensation policies [4][5] - The committee's decisions must align with relevant laws and regulations, and any compensation proposals must be approved by the board and subsequently by the shareholders [5][9] Group 1 - The Compensation and Assessment Committee is a specialized body under the board, tasked with formulating assessment standards and compensation policies for directors and senior management [1][2] - The committee is chaired by an independent director, who is responsible for convening meetings and ensuring proper governance [2][4] - The committee's term aligns with that of the board, and members can resign but must provide reasons for their resignation [6][8] Group 2 - The committee has the authority to propose compensation for directors and senior management, as well as to suggest changes to incentive plans [4][5] - The board retains the right to reject any compensation proposals that may harm shareholder interests, and must document reasons for not adopting the committee's recommendations [4][5] - Meetings of the committee require a quorum of two-thirds of its members, and decisions are made by majority vote [6][7] Group 3 - The committee can invite other company directors and experts to attend meetings for additional insights, but only committee members have voting rights [7][9] - The committee must maintain confidentiality regarding the matters discussed in meetings and ensure proper documentation of meeting records [9][10] - The rules governing the committee's operations are subject to national laws and the company's articles of association [10][11]
盈康生命: 董事会薪酬与考核委员会工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:22
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Yinkang Life Science Technology Co., Ltd. to enhance the governance structure and management of director and senior management compensation [1][3][4] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized committee under the board of directors responsible for setting assessment standards and compensation policies for directors and senior management [1][3] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [3][4] Group 2: Responsibilities and Authority - The committee's main responsibilities include formulating compensation plans based on management roles, reviewing performance evaluations, and supervising the execution of compensation policies [3][8] - The committee must submit compensation plans for directors to the board for approval and subsequently to the shareholders' meeting for ratification [4][5] Group 3: Decision-Making Procedures - The committee is required to prepare for decision-making by gathering relevant financial and operational data, including performance metrics and management responsibilities [5][6] - Performance evaluations for directors and senior management involve self-assessments and adherence to established performance standards [6][7] Group 4: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed, with specific notification requirements [6][7] - Decisions require the presence of at least two-thirds of the committee members, and voting is conducted by a show of hands or through written communication for temporary meetings [7][8] Group 5: Miscellaneous Provisions - The guidelines specify that all meetings must be documented, and members are bound by confidentiality regarding discussed matters [8][8] - The guidelines take effect upon approval by the board and are subject to relevant national laws and regulations [8]
三旺通信: 深圳市三旺通信股份有限公司董事会薪酬与考核委员会议事规则(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-30 10:48
Core Points - The article outlines the rules for the Compensation and Assessment Committee of Shenzhen Sanwang Communication Co., Ltd, established to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is responsible for researching assessment standards for directors and senior management, conducting evaluations, and proposing compensation policies [1][2] - The committee consists of three directors, with a majority being independent directors, and is elected by the board [2][3] Group 2: Responsibilities and Authority - The committee has the authority to propose compensation plans for directors and senior management, as well as to develop or modify equity incentive plans [3][5] - The committee's proposals must be submitted to the board for approval and then to the shareholders' meeting for implementation [5][6] Group 3: Meeting Procedures - Meetings of the committee must be notified at least three days in advance, and can be held in various formats including in-person and virtual [6][7] - A quorum requires at least two-thirds of the committee members to be present, and decisions are made by a majority vote [7][8] Group 4: Confidentiality and Documentation - Committee members are obligated to maintain confidentiality regarding company information that has not been publicly disclosed [8] - All meeting records, including notifications, materials, and resolutions, must be preserved by the board secretary [8]