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Jiangsu Shentong Valve Co., Ltd. Board of Directors Remuneration Committee Working Rules
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Working Rules of the Remuneration Committee of the Board of Directors
(Revised at the third meeting of the sixth session of the Board of Directors)
Section 1 General Provisions
Article 1 In order to improve the corporate governance structure of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), further establish and improve the company's assessment and salary management system, and improve the company's governance structure, in accordance with the "the People's Republic of China Company Law" and "Listed Company Governance Guidelines", "Articles of Association" and other relevant regulations, the company hereby establishes a remuneration committee of the board of directors and formulates these working rules.
Article 2 The Remuneration Committee is a special working body established by the board of directors in accordance with the resolutions of the general meeting of shareholders. It is mainly responsible for formulating and conducting assessments of the company's directors and managers; it is responsible for formulating and reviewing the company's directors and managers' remuneration policies and plans, and is responsible to the board of directors.
Article 3 The scope of remuneration and assessment referred to in these working rules refers to the chairman of the board of directors, directors, president, vice president, secretary of the board of directors appointed by the board of directors, and other senior management personnel who are requested by the president to be recognized by the board of directors.
Section 2 Composition of Personnel
Article 4 The members of the Remuneration Committee shall be composed of three directors, of which no less than two shall be independent directors.
Article 5 The members of the Remuneration Committee shall be nominated by the chairman of the board of directors, independent directors at or above the 1/2 of directors, or the 1/3 of all directors, and shall be elected by the board of directors.
Article 6 The Remuneration Committee shall have a chairman (I. e. convener), who shall be an independent director and shall be responsible for presiding over the work of the committee; the chairman shall be elected by more than 1/2 of all members.
Article 7 The term of office of the Remuneration Committee shall be the same as that of the Board of Directors, and members may be re-elected upon expiration of their term of office. During the period, if any member ceases to hold the post of director of the company, he will automatically lose his qualification as a member, and the committee will make up the number of members in accordance with the provisions of articles 4 to 6 above.
Article 8 The Remuneration Committee has a working group, which is responsible for providing information on the company's operations and the relevant information of the evaluated personnel, preparing for the Remuneration Committee meeting and implementing the relevant resolutions of the Remuneration Committee.
Section 3 Duties and Authority
Article 9 The main duties and powers of the Remuneration Committee are as follows:
(I) formulate remuneration plans or schemes according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the remuneration levels of other relevant positions in relevant enterprises;
(II) remuneration plans or schemes mainly include but are not limited to performance evaluation standards, procedures and major evaluation systems, as well as major schemes and systems for rewards and punishments;
(III) review the performance of the Company's directors (non-independent directors) and senior management and conduct annual performance appraisals of them;
The (IV) is responsible for supervising the implementation of the company's remuneration system;
(V) other matters as authorized by the Board of Directors.
Article 10 The board of directors shall have the right to veto any remuneration plan or scheme that harms the interests of shareholders.
Article 11 The Remuneration Committee shall be responsible to the Board of Directors. The remuneration plan for the directors of the company proposed by the committee must be submitted to the board of directors for approval and submitted to the general meeting of shareholders for approval before implementation; the remuneration distribution plan for the company's managers must be submitted to the board of directors for approval.
Section IV Decision-making procedures
Article 12 The working group under the Remuneration Committee is responsible for the preliminary preparations for the evaluation of the company's directors and senior managers, and provides relevant information about the company:
(I) provide the company's main financial indicators and business objectives;
(II) the scope of work and main responsibilities of senior management personnel of the Company;
(III) the completion of indicators involved in the performance appraisal system for directors and senior management positions;
(IV) information on the business performance of the directors and senior management in their ability to innovate and generate profits;
The (V) provides the relevant measurement basis for the formulation of the company's compensation distribution plan and distribution method based on the company's performance.
Article 13 The procedures for the appraisal of directors and senior management by the Remuneration Committee are as follows:
(I) the Company's directors and senior management to report to the Remuneration Committee of the Board of Directors and make self-evaluations;
The (II) Remuneration Committee evaluates the performance of directors and senior management in accordance with performance evaluation standards and procedures;
According to the results of post performance evaluation and salary distribution policy, the (III) proposes the amount of remuneration and reward method for directors and senior managers, which shall be reported to the board of directors of the company after the voting is approved.
Section V Proceedings
Article 14 The committee shall meet 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.
Article 15 Meetings of the Remuneration Committee shall be held only when more than 2/3 members are present; each member has one vote; resolutions made at the meeting must be passed by a majority of all members.
Article 16 The voting method at a committee meeting shall be a show of hands or a vote; an interim meeting may be convened by correspondence.
Article 17 The remuneration committee meeting may invite the company's directors, supervisors and other management personnel to attend the meeting when necessary.
Article 18 If necessary, the Remuneration Committee may engage an intermediary agency to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 19 The procedures for convening the meeting of the Remuneration Committee, the voting method and the proposals passed at the meeting must comply with the provisions of relevant laws, regulations, the company's articles of association and these working rules.
Article 20 When the Remuneration Committee meets to discuss issues concerning the members of the Committee, the parties concerned shall recuse themselves.
Article 21 The meeting of the Remuneration Committee shall be recorded, and the members present at the meeting shall sign the minutes of the meeting; the minutes of the meeting shall be recorded and kept by the secretary of the board of directors of the company.
Article 22 The proposals and voting results passed by the Remuneration Committee meeting shall be submitted to the company's board of directors in writing.
Article 23 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.
Section VI Supplementary Provisions
Article 24 matters not covered in these working rules shall be implemented in accordance with the relevant laws, laws and the articles of association of the company; if these working rules conflict with the laws and regulations promulgated in the future or the articles of association amended by legal procedures, they shall be implemented in accordance with the provisions of relevant laws, regulations and the articles of association, and shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 25 The working rules shall be interpreted and revised by the board of directors of the company.
Article 26 These working rules shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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