Jiangsu Bide Science And Technology Co.Ltd(605298) detailed rules for the implementation of salary and assessment committee
April 2022
Jiangsu Bide Science And Technology Co.Ltd(605298)
Implementation rules of salary and assessment committee
Chapter I General Provisions
Article 1 in order to strengthen the decision-making function of the board of directors of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company” or “the company”), strengthen the effective supervision of the board of directors over the management, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards for listed companies, the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws According to administrative regulations and normative documents, the company establishes a salary and assessment committee and formulates these implementation rules.
Article 2 the incentive and performance appraisal system of the board of directors is mainly responsible for the establishment of the incentive and performance appraisal system of the board of directors and the Executive Committee of the board of directors, which is mainly responsible for the effective supervision of the remuneration and performance appraisal system of the company, And evaluate the performance and behavior of directors and senior managers.
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, chief financial officer and Secretary of the board of directors appointed by the board of directors.
Chapter II personnel composition
Article 3 the remuneration and assessment committee is composed of three directors, and independent directors shall account for more than half of the members of the Committee.
Article 4 the convener and 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 convener, who shall be an independent director member, who shall be responsible for presiding over the work of the remuneration and assessment committee.
Article 6 the main responsibilities and authorities of the convener of the remuneration and assessment committee are:
(I) preside over the meeting of the Committee and sign and issue the resolutions of the meeting;
(II) propose to convene an interim meeting;
(III) lead the committee to ensure its effective operation and perform its duties;
(IV) ensure that the Committee has a clear and definite conclusion on each topic discussed (the conclusion includes approval, rejection or reconsideration of supplementary materials);
(V) determine the agenda of each committee meeting;
(VI) ensure that all members at the meeting of the Committee understand the matters discussed by the committee, and ensure that all members receive complete and reliable information;
(VII) other functions and powers specified in these detailed rules.
Article 7 The term of office of the members of the remuneration and assessment committee is the same as that of the board of directors. Upon expiration of their term of office, members may be re elected. During this period, if a member no longer holds the position of director or independent director of the company, he will automatically lose the qualification of member, and the board of directors will make up the member in accordance with the provisions of these rules.
Article 8 the main responsibilities and authorities of the committee members are as follows:
(I) attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting and exercise the right to vote; (II) propose topics to be discussed at the meeting of the Committee;
(III) in order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(IV) fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his duties, and ensure his ability to perform his duties;
(V) ensure the full performance of their duties and energy;
(VI) other functions and powers specified in these detailed rules.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the remuneration and assessment committee are:
(I) study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions;
(II) study and review the remuneration policies and plans of directors and managers.
Article 10 the remuneration and assessment committee shall be responsible to the board of directors. The proposal of the remuneration and assessment committee shall be submitted to the board of directors for deliberation and decision. The remuneration and assessment committee shall cooperate with the remuneration and assessment activities of the board of supervisors.
The remuneration and assessment committee shall provide all research and discussion, materials and information to the board of directors in the form of reports, suggestions and summaries for research and decision-making.
Chapter IV decision making procedures
Article 11 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 12 the evaluation procedure of the remuneration and Evaluation Committee for directors and senior managers:
(VI) 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;
(VII) the remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
(VIII) propose the remuneration amount and reward method of directors and senior managers according to the post performance evaluation results and salary distribution policy, and report to the board of directors of the company after voting.
Chapter V rules of procedure
Article 13 the meeting of the remuneration and assessment committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year. The interim meeting shall be proposed by more than two members of the remuneration and assessment committee. The Secretary of the board of directors of the company shall notify all members three days before the meeting is held, but with the unanimous consent of all members, the aforesaid notice period can be exempted. The meeting shall be presided over by the convener of the remuneration and assessment committee. If the convener is unable to attend, he may entrust an independent director member to preside over the meeting.
Article 14 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members (including those who entrust other members to attend the meeting in writing) are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
The meeting can be held by means of communication voting.
Article 16 the remuneration and assessment committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 17 if necessary, the remuneration and assessment committee can hire an intermediary to provide professional advice for its decision-making. Therefore, the reasonable expenses incurred shall be paid by the company.
Article 18 the convening procedures, voting methods and proposals adopted at the meeting of the remuneration and assessment committee must comply with the provisions of relevant laws and regulations, the articles of association and these implementation rules.
Article 19 the meeting of the remuneration and assessment committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors in accordance with the company’s file management system.
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 coordination and communication
Article 22 during the recess of the board of directors, if the remuneration and assessment committee needs to submit major or special matters to the board of directors for research, it can submit a written report to the board of directors through the Secretary of the board of directors, and suggest the chairman of the board of directors to convene a meeting of the board of directors for discussion.
Article 23 any written report submitted by senior managers to the remuneration and appraisal committee shall be signed and issued by the general manager or senior managers in charge of relevant matters, and submitted to the remuneration and appraisal committee through the Secretary of the board of directors or the office of the board of directors.
Article 24 the written report submitted by the remuneration and assessment committee to the board of directors shall be signed and issued by the convener or its authorized members and submitted to the board of directors through the Secretary of the board of directors.
Article 25 during the recess of the remuneration and appraisal committee, if the senior managers of the company have major or special matters, they can submit a written report to the remuneration and appraisal committee through the Secretary of the board of directors or the office of the board of directors, and suggest the convener of the remuneration and appraisal committee to hold a meeting for discussion.
Article 26 the remuneration and appraisal committee shall report to the board of directors the work of the remuneration and Appraisal Committee since the last regular meeting of the board of directors, or make a special report on a certain issue.
Chapter VII supplementary provisions
Article 27 Unless otherwise specified, the terms used in these implementation rules have the same meanings as those in the articles of association.
Article 29 the formulation and amendment of these Implementation Rules shall come into force after being deliberated and adopted by the board of directors.
Article 30 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the implementation rules and national laws and regulations 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 implementation rules shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 31 the board of directors of the company reserves the right to interpret these implementation rules.
Jiangsu Bide Science And Technology Co.Ltd(605298) April 2022
