Shenyang Chemical Co.Ltd(000698) board of directors
Implementation rules of salary and assessment committee
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and remuneration management system for the directors (non independent directors) and senior managers of Shenyang Chemical Co.Ltd(000698) (hereinafter referred to as the “company”) and improve the corporate governance structure, the company hereby establishes the remuneration and assessment committee of the board of directors and formulates these implementation rules in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the articles of association and other relevant provisions.
Article 2 the remuneration and assessment committee is mainly responsible for formulating the assessment standards and procedures for the directors and senior managers of the company; Review the remuneration plan of the company’s directors and senior managers and be responsible to the board of directors.
Article 3 the term “Directors” as mentioned in the detailed rules refers to the chairman and directors who receive remuneration in the company, and the senior managers refer to the general manager, deputy general manager, Secretary of the board of directors, chief accountant, chief economist and Chief Engineer appointed by the board of directors.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of five directors, all of whom are external directors, three of whom are independent directors.
External directors refer to the directors held by external personnel who are not employees of the company. They do not hold other positions in the company except for the relevant positions of directors and special committees of the board of directors, and are not responsible for the affairs of the executive level. In addition to being appointed by the superior management unit, external directors also include equity directors and independent directors appointed by external shareholders.
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 chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval.
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 in accordance with these rules and the articles of association.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the remuneration and assessment committee:
(I) propose salary schemes, assessment standards and procedures according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of other relevant enterprise positions;
(II) the salary scheme or plan mainly includes but is not limited to the performance evaluation standards, procedures and main evaluation systems, and the main schemes and systems of reward and punishment;
(III) review the performance of duties of directors (non independent directors) and senior managers of the company and conduct annual performance evaluation;
(IV) supervise the implementation of the company’s salary system;
(V) 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.
Chapter IV decision making procedures
Article 10 the working group set up under the salary and assessment committee is responsible for the preliminary preparations for the decision-making of the salary and assessment committee and providing relevant information of the company:
(I) provide the completion of the company’s main financial indicators and business objectives;
(II) work scope and main responsibilities of the company’s senior managers;
(III) provide the completion of indicators involved in the job performance evaluation system of directors and senior managers.
(IV) provide the operating performance of the business innovation ability and profit making ability of directors and senior managers;
(V) 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) the directors and senior managers of the company make work reports and self-assessment to the remuneration and assessment committee of the board of directors;
(II) the remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
(III) propose the remuneration amount and reward method of directors and senior managers according to the post performance evaluation results and salary distribution policies, 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 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.
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 has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting methods at the meeting of the remuneration and assessment committee are show of hands, written voting, fax or e-mail voting, etc; The meeting can be held in the form of on-site meeting, network meeting and communication voting.
Article 15 the remuneration and assessment committee may invite other directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 the remuneration and assessment committee may, when necessary, hire an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 18 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, regulations, the articles of association and these rules.
Article 19 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 20 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 21 all members present at the meeting shall have the obligation to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 22 the detailed rules shall come into force from the date of deliberation and adoption by the board of directors.
Article 23 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 with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the rules shall be implemented in accordance with the provisions of relevant national laws, regulations and the articles of association, and shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 24 the right to interpret these rules belongs to the board of directors of the company.
