Dajin Heavy Industry Co., Ltd. released the Terms of Reference for its newly formed Remuneration and Appraisal Committee, detailing governance, composition and decision-making procedures for director and senior-management compensation.
Committee Composition • The Committee will comprise three directors, with at least two being independent directors. • An independent director will serve as chairman, elected by the Board of Directors. • Members serve concurrent terms with the Board and may be re-elected.
Key Responsibilities • Formulate assessment standards, conduct performance appraisals and draft remuneration policies for directors and senior management. • Propose remuneration packages, equity incentive schemes, employee stock ownership plans and shareholding arrangements for senior executives in potential spin-offs. • Submit director remuneration plans to the Board and, after Board approval, to shareholders for final endorsement. Senior-management packages require only Board approval. • Recommend vetoes of remuneration plans or proposals deemed detrimental to shareholder interests.
Decision-Making Process • A dedicated working team will collect operational, financial and performance data to support the Committee’s deliberations. • Directors and senior managers must provide work reports and self-assessments; these form the basis for performance evaluation and reward proposals. • Meetings are quorate with two-thirds attendance; resolutions pass by majority vote, either by show of hands, poll or written consent.
Operational Rules • Meeting notices are issued at least five days in advance, with shorter notice permitted for urgent matters. • Committee members must abstain from voting on matters concerning themselves. • Minutes are retained for ten years, and confidentiality is mandatory for all participants.
Implementation The Terms of Reference take effect upon the listing of Dajin Heavy Industry’s H-shares on The Stock Exchange of Hong Kong, aligning the company’s governance framework with PRC laws and Hong Kong Listing Rules.