Guangzhou Haige Communications Group Incorporated Company(002465)
Measures for performance appraisal and salary management of senior managers
Chapter I General Provisions
Article 1 in order to meet the needs of the company’s operation and management, effectively establish an incentive and restraint mechanism for senior managers suitable for the sustainable development of the enterprise, promote the growth of enterprise benefits and give good returns to shareholders and investors, these measures are formulated according to the company’s operating characteristics.
Article 2 the term system and contractual management shall be implemented for senior managers. Based on the fixed term and contractual relationship, the annual and term assessment shall be carried out according to the contract or agreement, and the salary shall be paid and the post appointment and dismissal shall be decided according to the assessment results.
Article 3 relevant definitions
1. Company: refers to Guangzhou Haige Communications Group Incorporated Company(002465) ;
2. Senior managers: including the general manager, deputy general manager, chief engineer, financial director, Secretary of the board of directors and other relevant personnel involved in the company’s internal operation and management decisions.
Article 4 scope of application
1. This system is applicable to senior managers;
2. For the personnel who are included in the senior management but implement the agreed salary system, the agreement signed by both parties shall be implemented. After the expiration of the agreement, these Measures shall be implemented.
Article 5 principles of performance appraisal and salary distribution
1. The principle of the unity of rights, responsibilities and interests and the combination of incentives and constraints;
2. The principle of linking the income level with the company’s performance and work objectives;
3. Considering the long-term interests of the company and based on the principle of sustainable development of the enterprise;
4. The principle of combining quantitative indicators with qualitative indicators and unifying results and processes.
Article 6 management organization
The remuneration and assessment committee of the board of directors of the company is a professional organization under the board of directors of the company, which is specifically responsible for the performance assessment of senior managers and the formulation of remuneration schemes.
Chapter II annual performance appraisal
Article 7 the annual performance assessment of senior managers shall focus on the development quality, profitability and income level of the enterprise, and the assessment contents shall be determined according to the post responsibilities and division of work, in accordance with the guidance of combining quantitative and qualitative and focusing on quantitative.
1. Quantitative indicators
Quantitative indicators include the annual assessment indicators of the company and the quantitative indicators of the business areas in the charge of senior executives. The annual assessment indicators of the company include the net profit, operating income and market value objectives attributable to the owners of the parent company. Senior managers are responsible for the quantitative indicators of business areas, which shall be determined by the chairman and general manager according to the business situation.
The quantitative index is determined by the board of directors according to the actual market situation and comprehensively considering the enterprise growth factors.
2. Qualitative indicators
The overall work effect is comprehensively evaluated in combination with the annual work priorities of market, technology, management, enterprise party construction, integrity and self-discipline, safety production and so on. At the same time, on this basis, combined with the assessment requirements of special key work (project), a sub project can be added to examine the completion of special key work (project).
Qualitative indicators set specific assessment elements according to the annual management focus.
Article 9 assessment procedure
1. The general manager shall put forward the report on assessment indicators in combination with the company’s annual budget and operation management, and submit it to the remuneration and assessment committee of the board of directors for approval. In the process of approval, the board of directors can adjust the indicators according to the discussion opinions of the board of directors and implement them according to the adjusted indicators. 2. The annual business performance responsibility statement of the general manager is formulated according to the annual assessment indicators of the company, and signed by the chairman on behalf of the board of directors and the general manager. The general manager shall sign the letter of responsibility for annual operating performance with other senior managers according to the annual operating performance objectives of the company determined by the board of directors.
3. After the end of the year, the salary and assessment committee shall determine the assessment results of senior managers according to the completion of the company’s annual operating performance indicators and the performance of senior managers, and formulate an annual salary distribution plan and submit it to the board of directors for deliberation.
Chapter III term performance assessment
Article 10 the term of office of senior managers is three years.
Article 11 The term performance assessment of senior managers shall focus on the maintenance and appreciation ability and sustainable development ability of state-owned capital, which shall be properly distinguished and effectively connected with the annual performance assessment.
Article 12 senior managers shall sign the letter of responsibility for business performance during their term of office as the basis for the assessment of their term of office. The term of office assessment is generally carried out together with the annual assessment in the year when the term of office expires.
Chapter IV composition and Realization of executive compensation
Article 13 salary composition
1. The salary of senior managers consists of basic annual salary, performance annual salary and performance annual salary.
2. The calculation formula is: annual salary = basic annual salary + performance annual salary + performance annual salary.
Article 14 basic annual salary
1. Basic annual salary of the general manager: the board of directors and the Remuneration Committee shall put forward proposals according to the industry, enterprise type, profit scale, the salary level of the company in the previous year and the expectation of the company’s operation and management in the next year. The quota standard shall be controlled within 6-10 times of the average salary of the company’s employees in the previous year, and shall be submitted to the board of directors for deliberation and approval together with the annual assessment index proposal report.
The annual salary of senior managers is determined by multiplying the basic annual salary of other senior managers by the basic annual salary of their respective senior managers. The post coefficient of the general manager is 1. The post coefficient of other senior managers shall be formulated by the general manager within the corresponding standard range (between 0.3-0.8) according to the annual operation and management priorities and the different roles of the personnel in each post, which shall be implemented after being reviewed by the remuneration and assessment Committee of the company and submitted to the board of directors for approval.
3. Post coefficient. According to the level and post nature of senior managers, the criteria for dividing the range of post coefficient are as follows: Table: post coefficient of senior managers
Position sequence and position coefficient
General manager 1.0
Deputy general manager, chief engineer, financial director and Secretary of the board of directors 0.3-0.8
4. Payment of basic annual salary: the company’s human resources department (the Secretary organization of the remuneration and assessment committee of the board of directors) calculates the basic annual salary of senior managers according to the basic annual salary base and post coefficient approved by the board of directors, and pays it in the form of monthly salary for 12 months.
Article 15 annual performance salary and annual performance salary
1. The annual performance salary shall be calculated and paid according to the annual business performance assessment results of senior managers; The annual performance salary base shall be proposed by the general manager, reviewed by the remuneration and assessment committee of the board of directors and determined by the board of directors.
2. The annual performance salary is directly proportional to the excess net profit beyond the assessment obtained in the current year, and the individual annual performance salary shall not exceed 5 times of the annual performance salary in principle.
Article 16 risk incentive fund
Risk incentive fund is a deferred payment bonus implemented to prevent business risks, which is reserved from the calculated annual performance salary and annual performance salary, and the remaining annual performance salary and annual performance salary are arranged to be paid after being approved. The risk incentive fund is divided into annual risk incentive fund and term risk incentive fund. The specific standards are as follows:
1. The annual risk incentive fund of senior managers is 10% of the annual performance salary of the current year, and the annual risk incentive fund is delayed for one year; The term risk incentive fund is 10% of the annual performance salary during the term of office, which will be paid after the expiration of the term of office. The annual risk incentive fund in the last year of the term of office shall be issued together with the term of office risk incentive fund. 2. Under the following circumstances, the annual risk incentive fund and term risk incentive fund may not be issued, reduced or suspended:
(1) Business performance deduction. During the delayed payment period, it is found that the individual business performance of the previous year is confirmed to be wrong in calculation or audit deviation, and the salary needs to be reduced. If the amount of reduced salary exceeds the amount of individual risk incentive fund, the individual risk incentive fund shall not be paid; If the amount of the reduced salary is within the amount of the individual risk incentive fund, the individual risk incentive fund shall deduct the reduced salary.
(2) There are legal disputes and losses. Legal disputes over the operation and management of the previous year occurred during the period of delayed payment, and the individual assumed management responsibility. If the amount of loss exceeds the amount of individual risk incentive fund, the individual risk incentive fund shall not be issued; If the amount of loss is within the amount of individual risk incentive fund, the amount of loss shall be deducted from the individual risk incentive fund. If the legal dispute is not adjudicated within the delayed payment period, the payment of personal risk incentive fund will be suspended and will be calculated and paid after the dispute is resolved (the confirmation methods of dispute resolution include but not limited to the signing of an agreement between the parties to the dispute, court judgment, arbitration award, mediation, direct payment of compensation / compensation by the company, etc.).
(3) Work handover is not completed after resignation. If an individual leaves his post during the period of delayed payment, but fails to carry out work handover in accordance with the company’s regulations, the risk incentive fund shall be suspended and distributed after the work handover is completed.
(4) Other circumstances. Other circumstances that the company’s board of directors deems necessary to deduct, suspend or refuse to issue risk incentive funds.
Chapter V other agreements
Article 17 special rewards
Senior managers who have made outstanding contributions in addition to completing the indicators in their annual work and have done commendable deeds, such as making major breakthroughs and significant benefits in the fight for strategic projects, major scientific research projects, the expansion of major customers, the gathering of high-quality talents, the improvement of market share of new products and the increase of market value, can be given appropriate special awards to senior managers after the study and decision of the board of directors of the company.
Article 18 salary deduction
Senior managers who are punished by Party discipline and government, or violate regulations, fail to perform or correctly perform their duties, resulting in the loss of state-owned assets or other serious adverse consequences of the company and its subsidiaries in the operation and investment, shall bear corresponding responsibilities after verification and responsibility determination; Or be investigated for criminal responsibility in violation of the law, and the salary deduction shall be carried out according to the guidelines on the salary deduction of the person in charge of the municipal enterprise subject to Party discipline and government punishment (Trial) (SUI Guozi Dang [2021] No. 27).
Article 19 during the assessment period, if the company has assets and capital verification, merger and reorganization, change of the person in charge of operation, etc., the relevant contents of the letter of responsibility for business performance may be changed by resolution of the board of directors according to the specific circumstances.
Article 20 in any of the following circumstances, senior managers will be suspended or removed from their current positions:
1. The annual business performance assessment results do not reach the bottom line (the percentage system is less than 70 points).
2. The results of annual business performance assessment for two consecutive years are unqualified (the percentage system is lower than 75 points), and the results of term business performance assessment are unqualified (the percentage system is lower than 75 points).
3. Responsible for the loss of state-owned assets caused by illegal operation and investment.
4. For other reasons, the board of Directors considers it inappropriate to continue working in this position.
Article 21 the senior managers of the company shall not participate in other reward distribution in the company or its subsidiaries in any other name except receiving the salary approved by the company and enjoying the welfare benefits specified by the company in accordance with the provisions of these measures. The basic annual salary, performance annual salary and performance annual salary are pre tax income, and the payment of individual income tax shall be implemented in accordance with the relevant provisions of the national tax law.
Article 22 the remuneration and assessment committee of the board of directors shall be responsible for the interpretation of these measures. These Measures shall come into force from the date of deliberation and adoption by the board of directors.
Guangzhou Haige Communications Group Incorporated Company(002465) March 2022
enclosure:
1. Confirmation form of basic annual salary and performance annual salary base of senior managers
2. Approval form for annual salary assessment of senior managers
Guangzhou Haige Communications Group Incorporated Company(002465)
Confirmation form of basic annual salary and performance annual salary base of senior managers
Basic annual salary performance annual salary base
Annual salary base (annual salary base) 12
General Manager Deputy General Manager Deputy General Manager Deputy General Manager Deputy General Manager Chief Engineer Financial Director Secretary of the board of directors
total
Signature of general manager:
Opinion date
Signature of salary and assessment committee:
Reviewed on:
Guangzhou Haige Communications Group Incorporated Company(002465)
Approval form for annual salary assessment of senior managers
Monetary unit: 10000 yuan
Annual performance salary
Basic performance annual reserve
