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董事及高管薪酬考核制度
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天新药业: 董事、高级管理人员薪酬与考核管理制度
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Points - The company aims to standardize the compensation management for its directors and senior management to enhance their work motivation [1] - The compensation management principles include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Group 1: Compensation Management - The compensation management system applies to the company's directors and senior management, including the general manager, deputy general managers, financial officer, and board secretary [1] - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors reviews the plans for senior management [2] Group 2: Compensation Structure - The compensation for independent directors is in the form of fixed allowances, which are approved by the shareholders' meeting [2] - Non-independent directors who work in the company receive compensation based on their actual job positions and do not receive director allowances [2] - The basic salary for senior management is the remuneration for fulfilling their job responsibilities [2] Group 3: Performance Bonuses - The annual performance bonus for senior management is linked to the company's annual performance targets and their job performance [2] - The compensation standards mentioned are pre-tax, with the company responsible for withholding personal income tax [2] Group 4: Payment Schedule - The fixed allowances for independent directors and salaries for non-independent directors are paid monthly, while the annual performance bonuses for senior management are distributed after the fiscal year based on performance evaluations [2][3] Group 5: Additional Provisions - The rules will be executed in accordance with relevant laws and regulations if there are any discrepancies or unaddressed matters [4] - The compensation management system becomes effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [4]
海鸥住工: 董事、高级管理人员薪酬与考核管理制度(2025年06月)
Zheng Quan Zhi Xing· 2025-06-25 19:45
General Principles - The purpose of the remuneration and assessment management system is to enhance the satisfaction and loyalty of key personnel, improve the company's competitiveness and sustainability, and establish a fair, reasonable, and competitive remuneration system to support long-term development goals [1][2] - This system applies to the company's directors and senior management [1] Management Structure - The Board of Directors' Remuneration and Assessment Committee is responsible for formulating assessment standards, reviewing remuneration policies, and making recommendations to the Board on matters such as remuneration for directors and senior management, stock incentive plans, and other relevant issues [2] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption in the board resolution [2] - The Board must report to the shareholders on the performance evaluation results and remuneration of directors [2] Remuneration Composition - Independent directors receive a fixed allowance annually, while non-independent directors who also serve as senior management do not receive director remuneration but are compensated based on market principles [4][5] - Senior management remuneration consists of a basic annual salary and performance-based pay, with the performance component linked to the company's annual performance and individual achievements [4][5] Remuneration Adjustment - The company will optimize the remuneration structure based on operational performance, market and industry salary changes, and strategic development, allowing for periodic adjustments to remuneration standards [6][7] - The Board may approve temporary special rewards or penalties for specific matters as supplementary remuneration for directors and senior management [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [9] - This system will take effect upon approval by the shareholders' meeting [9] - The Board of Directors is responsible for interpreting and amending this system [9]