China Avionics Systems Co.Ltd(600372) detailed rules for the work of the remuneration and assessment committee of the board of directors (reviewed and approved by the third meeting (Interim) of the seventh board of directors in 2022) March 2002
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system for the directors (non independent directors) and senior managers of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company) and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, The company hereby establishes the remuneration and assessment committee of the board of directors (hereinafter referred to as the remuneration and assessment committee) and formulates these working rules.
Article 2 the remuneration and assessment committee is a special working organization of the board of directors, which is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior managers; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers, and be responsible to the board of directors.
Article 3 the term “director” as mentioned in the detailed rules refers to the director (non independent director) who draws salary in the company; Senior managers refer to the general manager, deputy general manager, chief accountant (financial principal), Secretary of the board of directors and other senior managers specified in the articles of Association appointed by the board of directors.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of five directors, with the majority of independent directors.
Article 5 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 6 the remuneration and assessment committee shall have a convener, who shall be an independent director and be responsible for presiding over the work of the Committee.
Article 7 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. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of articles 4 to 6 above.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the remuneration and assessment committee:
（1） 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 punishment, etc;
（3） Review the performance of duties of directors and senior managers of the company and conduct annual performance evaluation;
（4） Supervise the salary system of the company;
（5） Other matters authorized by the board of directors.
Article 9 the board of directors has the right to veto compensation plans or schemes that harm the interests of shareholders.
Article 10 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 managers shall be reported to the board of directors for approval, explained to the general meeting of shareholders and fully disclosed.
Article 11 the salary and assessment committee shall formulate the salary plan of the company’s subsidiaries, and the company may directly issue a notice to each subsidiary after the salary and assessment committee makes a resolution. The relevant plans will come into effect after the subsidiaries of the company fulfill the internal decision-making procedures according to law.
Chapter IV decision making procedures
Article 12 the remuneration and assessment committee may require relevant departments of the company to provide relevant materials (including but not limited to):
（1） Scope of work and main responsibilities of senior managers of the company; （2） Provide the completion of indicators involved in the job performance evaluation system of directors and senior managers;
（3） Provide the operating performance of the business innovation ability and profit making ability of directors and senior managers;
（4） Provide relevant calculation basis for formulating the company’s salary distribution plan and distribution method according to the company’s performance.
Article 13 the evaluation procedure of the remuneration and Evaluation Committee for directors and senior managers:
（1） The 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 amount of remuneration and reward methods for directors and senior managers, and report to the board of directors of the company after voting.
Chapter V rules of procedure
Article 14 the remuneration and assessment committee may hold meetings from time to time as required. The notice and materials of the meeting shall be delivered to all members five days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member as an independent director to preside over the meeting. In case of emergency, on the premise of ensuring the presence of more than two-thirds of the members of the remuneration and assessment committee, the convening of an interim meeting may not be subject to the time limit of the notice in the preceding paragraph.
Article 15 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 16 the voting method of the meeting of the remuneration and assessment committee is a show of hands or a communication vote.
Article 17 the heads of relevant departments of the company may attend the meeting of the remuneration and assessment committee as nonvoting delegates, and may invite the directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary. Article 18 if necessary, the remuneration and assessment committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 19 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 20 the convening procedures, voting methods, salary policies and distribution plans adopted at the meeting of the salary and assessment committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 21 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. Article 22 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 23 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 24 matters not covered in these Rules shall be implemented in accordance with relevant national laws, 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 prevail.
Article 25 the right to interpret the detailed rules belongs to the board of directors of the company.
Article 26 these working rules shall be implemented from the date of adoption by the board of directors, and the working rules of the special committee of the board of directors of AVIC avionics Co., Ltd. shall be repealed at the same time.
