Midea Group Co.Ltd(000333) detailed rules for the work of the remuneration and assessment committee of the board of directors
April 2022
Chapter I General Provisions- 1 –
Chapter II personnel composition- 1 –
Chapter III responsibilities and authorities- 1 –
Chapter IV decision making procedures- 2 –
Chapter V rules of procedure- 3 –
Chapter VI Supplementary Provisions- 4 –
Working rules of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to regulate the remuneration and assessment of the directors and senior managers of Midea Group Co.Ltd(000333) (hereinafter referred to as “the company”) and improve the corporate governance structure, the company has established the remuneration and assessment committee of the board of directors and formulated these working rules in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the Midea Group Co.Ltd(000333) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 the remuneration and assessment committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers, and formulating and assessing the assessment standards of the company’s directors and senior managers.
Chapter II personnel composition
Article 3 the members of the remuneration and assessment committee shall be composed of three directors, of which the independent directors shall account for the majority. Article 4 the members of the remuneration and assessment committee shall be nominated by the chairman of the board, more than one-half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 5 an independent director and a member of the Remuneration Committee shall be appointed to preside over the work; The chairman shall be elected from among the members and shall be elected with the approval of the board of directors.
Article 6 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 3 to 5 above.
Article 7 the Secretary Office of the board of directors of the company is the daily work organization of the remuneration and assessment committee, which is responsible for preparing the meeting and preparing relevant materials for the meeting.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the remuneration and assessment committee are as follows:
(I) 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;
(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) review the performance of duties of directors and senior managers of the company and conduct annual performance evaluation;
(IV) supervise the implementation of the company’s salary system;
(V) draw up equity incentive plans for directors, supervisors and senior managers of the company;
(VI) be responsible for the management of the company’s equity incentive plan;
(VII) review the qualifications, grant conditions and exercise conditions of the personnel granted the equity incentive plan of the company;
(VIII) other matters authorized by the board of directors.
Article 9 the remuneration and assessment committee shall be responsible to the board of directors, and the proposal formed by the committee shall be submitted to the board of directors for deliberation and decision.
Article 10 the remuneration plan of the company’s directors proposed by the remuneration and assessment committee must be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation; The remuneration scheme of the company’s senior managers can be implemented only after being approved by the board of directors.
Chapter IV decision making procedures
Article 11 the Secretary of the board of directors is responsible for organizing and coordinating relevant departments and providing relevant materials required by the remuneration and assessment committee to perform its duties and powers:
(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) performance indicators of senior directors and management personnel involved in the evaluation system;
(IV) provide the operating performance 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 assessment procedures of the remuneration and Assessment Committee for directors and senior managers:
(I) the directors and senior managers of the company report their work and self-evaluation to the remuneration and assessment committee of the board of directors; (II) the remuneration and appraisal committee shall review the directors and senior managers according to the performance evaluation standards and procedures
Conduct performance evaluation;
(III) 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 remuneration and assessment committee meeting shall be notified to all members two days before the meeting, but the above notification limit can be exempted for the temporary meeting held under special or emergency circumstances. 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 14 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 15 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting; The temporary meeting can be held by means of communication voting, which shall be signed for confirmation after voting.
Article 16 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 17 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 18 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 19 when the remuneration and assessment committee holds a meeting, it may require relevant directors and senior managers to report to the meeting or accept questions, and such personnel shall not refuse.
Article 20 the matters that need to be decided or judged by the remuneration and assessment committee, no matter whether they are approved by the meeting or not, shall be submitted to the board of directors for deliberation, and the members who have objections have the right to make statements at the meeting of the board of directors.
Article 21 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 rules.
Article 22 the meeting of the remuneration and assessment committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes. Meeting minutes, meeting materials and other written documents and electronic documents shall be kept by the Secretary of the board of directors as the company’s archives.
Article 23 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 24 the members attending the meeting and those attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting, and shall not disclose relevant information without the authorization of the chairman of the board of directors or the board of directors; Otherwise, it shall bear all legal liabilities arising therefrom.
Chapter VI supplementary provisions
Article 25 the detailed rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors. The system shall be interpreted by the board of directors of the company.
Article 26 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 detailed 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 be implemented, and these Detailed Rules shall be revised immediately and approved by the board of directors.
Article 27 the right to interpret these rules belongs to the board of directors of the company.
Midea Group Co.Ltd(000333) board of directors April 30, 2022
