Detailed rules for the work of the remuneration and assessment committee of the board of directors (reviewed and revised at the 27th meeting of the eighth board of directors on December 14, 2021) Chapter I General Provisions
Article 1 in order to improve the corporate governance structure and improve the assessment and salary management system of the company’s directors and senior managers, the company hereby establishes the remuneration and appraisal committee of the board of directors and formulates these Detailed Rules in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the Yunnan Copper Co.Ltd(000878) articles of association and other relevant provisions.
Article 2 the remuneration and assessment committee of the board of directors is a special working organization established by the board of directors in accordance with the resolutions of the general meeting of shareholders, which is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior executives; Responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior executives.
Chapter II personnel composition
Article 3 the remuneration and assessment committee shall be composed of five directors, of which independent directors shall account for more than half.
Article 4 the members of the remuneration and assessment committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 5 the remuneration and assessment committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee.
Article 6 The term of office of the remuneration and assessment committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. During the term of office, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to Articles 3 to 5 above.
Article 7 the human resources department of the company is the work support organization of the salary and assessment committee.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the remuneration and assessment committee:
(i) Formulate salary plans or schemes according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises;
（2） Salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, main schemes and systems of rewards and punishments, etc; （3） Formulate the company’s equity incentive plan or scheme, assess and manage it. The equity incentive plan shall include the main contents such as equity incentive method, incentive object, incentive conditions, grant quantity, grant price and its determination method, exercise time limit or unlocking period, etc;
（4） Review the performance of duties of directors (non independent directors) and senior managers of the company and conduct annual performance evaluation;
（5） Supervise the implementation of the company’s salary system;
（6） Other matters authorized by the board of directors.
Article 9 the remuneration plan of the company’s directors proposed by the remuneration and assessment committee shall be submitted to the board of directors for approval and submitted to the general meeting of shareholders for deliberation and approval before implementation; The remuneration distribution plan of the company’s senior executives shall be submitted to the board of directors for approval.
Chapter IV decision making procedures
Article 10 the work support organization shall be responsible for the preliminary preparations for the decision-making of the salary and assessment committee, and provide the relevant materials of the company:
(i) Provide the completion of the company’s main financial indicators and business objectives; （2） Scope of work and main responsibilities of senior management of the company;
（3） Provide the completion of indicators involved in the job performance evaluation system for directors and senior managers;
（4） Provide the business performance of directors and senior managers in terms of business innovation ability and profit making ability;
（5） Provide relevant calculation basis for formulating the company’s salary distribution plan and distribution method according to the company’s performance.
Article 11 the remuneration and assessment committee’s assessment procedures for directors and senior managers:
(i) Directors and senior managers of the company shall report their work and make self-evaluation to the remuneration and assessment committee of the board of directors;
（2） The remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
（3） According to the post performance evaluation results and salary distribution policies, propose the compensation amount and reward method of directors and senior managers, and report to the board of directors of the company after voting.
Chapter V rules of procedure
Article 12 the remuneration and assessment committee shall notify all members three days before the meeting. The securities department shall be responsible for the organization and arrangement of the meeting notification and liaison of the Committee. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
If the situation is urgent and it is necessary to convene an interim meeting as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting, and the notice time limit of the interim meeting can be exempted with the unanimous consent of all members.
Article 13 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members are present; Each member shall have one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting; It can be held by means of communication voting.
Article 15 the work support organization may attend the meeting of the remuneration and assessment committee as nonvoting delegates, and may invite the company’s directors and other senior managers to attend the meeting as nonvoting delegates when necessary.
Article 16 the chairman of the board of supervisors may attend or appoint representatives to attend the meetings of the Committee as nonvoting delegates according to the needs of supervision and inspection.
Article 17 if necessary, the remuneration and assessment committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 18 the convening procedures, voting methods and plans adopted at the meeting of the remuneration and assessment committee must comply with the provisions of relevant laws, regulations, the articles of association and these rules.
Article 19 when the remuneration and assessment committee discusses issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 20 the meeting of the remuneration and assessment committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. The retention period of the records shall not be less than 10 years.
Article 21 the proposals and voting results adopted at the meeting of the remuneration and assessment committee shall be reported to the board of directors of the company in writing.
Article 22 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 23 these Rules shall come into force and be implemented as of the date of adoption of the resolution of the board of directors.
Article 24 matters not covered in these Rules shall be implemented in accordance with relevant national laws and regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 25 the right to interpret these rules belongs to the board of directors of the company.
