Tech-Bank Food Co.Ltd(002124) detailed rules for the work of the remuneration and assessment committee of the board of directors (revised in May 2022)
catalogue
Chapter I General Provisions Chapter II composition of salary and Assessment Committee Chapter III responsibilities and authorities of salary and Assessment Committee 3 Chapter IV decision making procedures Chapter V rules of procedure 4 Chapter VI Supplementary Provisions four
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system of the company’s directors (non independent directors) and senior managers (hereinafter referred to as managers) and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions, the company hereby establishes the remuneration and appraisal committee of the board of directors and formulates these detailed rules.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for formulating and assessing the assessment standards of the company’s directors and managers; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and managers, and be responsible to the board of directors.
Article 3 the remuneration of the general manager and the deputy manager proposed by the board of directors refers to the remuneration of the general manager and the deputy manager appointed by the board of directors.
Article 4 the salary (total salary) mentioned in these Rules refers to all the value and recognition paid by the company for employees, including direct monetary salary (salary, bonus, subsidy, cash reward recognition, expense payment), indirect monetary salary (social security welfare, health and medical welfare, temporary allowance, non cash recognition, personal vocational training, etc.) and equity incentive plan that may be implemented when conditions are ripe in the future.
Chapter II composition of salary and assessment committee
Article 5 the remuneration and assessment committee is composed of three directors, with independent directors accounting 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 shall be elected from among the members and reported to the board of directors for approval.
Article 8 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 5 to 7 above.
Article 9 the remuneration and appraisal committee shall set up a working group under which the general manager of the company shall be the leader. The working group is specially responsible for providing relevant information about the operation of the company and the evaluated personnel, preparing the meeting of the remuneration and appraisal committee and implementing the relevant resolutions of the remuneration and appraisal committee.
Chapter III responsibilities and authorities of salary and assessment committee
Article 10 main responsibilities and authorities of the remuneration and assessment committee:
(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 senior managers;
(III) formulate the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises; 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 rewards and punishments;
(IV) review the performance of duties of directors (non independent directors) and senior managers of the company 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 plan of the company’s directors proposed by the remuneration and assessment 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 managers shall be submitted to the board of directors for approval.
Chapter IV decision making procedures
Article 13 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 the 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 business performance of directors and 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. Article 14 the evaluation procedure of the remuneration and Evaluation Committee for directors and senior managers:
(I) 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;
(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 15 the remuneration and assessment committee shall hold meetings at least twice a year and notify all members seven 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 16 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 17 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 18 the remuneration and assessment committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 19 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 20 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 21 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 measures.
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; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
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 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 25 the detailed rules of work shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
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 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 the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 27 the right to interpret these rules belongs to the board of directors of the company.
Tech-Bank Food Co.Ltd(002124) May 18, 2022
