Keeson Technology Corporation Limited(603610)
Rules of procedure of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to further establish and improve the appraisal and salary management system for directors (excluding independent directors), general manager and other senior managers of Keeson Technology Corporation Limited(603610) (hereinafter referred to as "the company"), and improve the corporate governance structure of the company, the company hereby establishes the salary and appraisal committee of the board of directors in accordance with the company law of the people's Republic of China, the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as "the articles of association") and other relevant provisions, And formulate these working rules.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors of the company with the approval of the general meeting of shareholders. It is mainly responsible for formulating and assessing the assessment standards of directors, general managers and other senior managers of the company; Be responsible for formulating and reviewing the remuneration policies and plans of the company's directors, general managers and other senior managers, and be responsible to the board of directors.
Article 3 the "Remuneration" mentioned in these Rules refers to the remuneration paid in monetary form by the company to the directors, general manager and other senior managers of the company, including annual salary, bonus and other welfare benefits.
Article 4 the directors with remuneration as mentioned in the detailed rules refer to the chairman and directors (excluding independent directors) who receive remuneration in the company. The general manager refers to the general manager appointed according to the company's working rules for the general manager. Other senior managers refer to the deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers approved by the board of directors upon the recommendation of the general manager.
Chapter II personnel composition
Article 5 the remuneration and assessment committee is composed of three directors, of which independent directors account for the majority.
Article 6 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 7 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 is elected by a half majority of the members. 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 5 to 7 above.
Article 9 a working group is set up under the remuneration and assessment committee, which is specially responsible for providing relevant information about the company's operation and the personnel to be assessed, responsible for the daily work liaison and meeting organization of the committee, and responsible for preparing the meeting of the remuneration and assessment committee and implementing the relevant resolutions of the remuneration and assessment committee. The members of the working group are appointed by the remuneration and assessment committee.
Chapter III responsibilities and authorities
Article 10 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, general managers and other senior managers and the salary level of relevant positions in other relevant enterprises;
(II) salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, and main schemes and systems of reward and punishment;
(III) formulate the company's equity incentive plan or scheme, and assess and manage it. The equity incentive plan shall include the main contents of equity incentive method, incentive object, incentive conditions, grant quantity, grant price and its determination method, exercise time limit or unlocking period, etc;
(IV) review the performance of the company's directors (non independent directors), general manager and other senior managers and conduct annual performance evaluation;
(V) supervise the implementation of the company's salary system;
(VI) other matters authorized by the board of directors.
Article 11 the board of directors has the right to veto compensation plans or schemes that harm the interests of shareholders.
Article 12 the remuneration and assessment committee shall be responsible to the board of directors. The remuneration plan of the company's directors proposed by the 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 13 the working group set up under the remuneration and assessment committee is responsible for the preliminary preparation of the committee's decision-making and providing the relevant information of the company:
(I) provide the completion of the company's main financial indicators and business objectives;
(II) the scope of work and main responsibilities of the general manager and other senior managers of the company;
(III) provide the completion of indicators involved in the job performance evaluation system of directors, general managers and other senior managers;
(IV) provide the business performance of directors, general managers and other senior managers in terms of business innovation ability and profit making ability;
(V) provide relevant calculation basis for formulating the company's salary distribution plan and distribution method according to the company's performance; (VI) provide other materials required by the salary and assessment committee.
Article 14 the evaluation procedures of the remuneration and Evaluation Committee for directors, general managers and other senior managers: (I) the directors, general managers and other senior managers of the company make work reports and self-evaluation to the remuneration and Evaluation Committee;
(II) the remuneration and appraisal committee shall evaluate the performance of directors, general managers and other senior managers according to the performance evaluation standards and procedures;
(III) propose the remuneration amount and reward method of directors, general managers and other 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.
Article 15 relevant departments of the company are responsible for providing relevant documents, materials and information according to the requirements of the salary and assessment committee.
Article 16 the remuneration and assessment committee may employ an intermediary agency to provide professional consulting services when it deems it necessary, and the expenses incurred shall be borne by the company.
Chapter V rules of procedure
Article 17 the meeting of the remuneration and assessment committee shall be proposed by the members of the remuneration and assessment committee. All members shall be notified seven days before the meeting. If it is necessary to hold an interim meeting as soon as possible due to an emergency, a notice of the meeting may be sent by telephone or other oral means at any time, but the chairman shall make an explanation at 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 18 the meeting of the remuneration and assessment committee shall be convened by the convener and 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.
If a member is unable to attend for some reason, he may entrust other members in writing to attend on his behalf. Those entrusted to attend shall be deemed to be present. If a member of the remuneration and assessment committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall specify the name, matters, authority and validity period of the agent, and shall be signed or sealed by the principal.
The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting. If a member neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 19 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 20 when necessary, the remuneration and assessment committee may invite directors, supervisors, general manager and other senior managers of the company to attend the meeting as nonvoting delegates, and have the right to require directors and senior managers to report on their work or accept questions, and the above-mentioned personnel shall not refuse.
Article 21 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw, and the relevant resolutions must be adopted by more than half of the other members.
Article 22 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 23 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 24 the proposals and voting results passed at the meeting of the remuneration and assessment committee shall be reported to the board of directors of the company in writing whether they are passed at the meeting or not. Members who have objections have the right to make statements at the board meeting.
Article 25 If the board of Directors considers that the proposal passed by the remuneration and assessment committee infringes upon the interests of the company, it has the right to veto it by resolution. The board of directors shall make a detailed written explanation on the veto and send a copy to the board of supervisors. Article 26 all members present at the meeting are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without the effective authorization of the board of directors of the company.
Chapter VI supplementary provisions
Article 27 Unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 28 these Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 29 in case of any matters not covered in these rules or conflict with the laws and regulations promulgated or amended after these rules come into force or the provisions of the articles of association and the rules of procedure of the board of directors, the provisions of the laws, regulations, the articles of association and the rules of procedure of the board of directors shall prevail.
Article 30 the power of interpretation and modification of these rules belongs to the board of directors.
