IMPACT Therapeutics, Inc. released the official Terms of Reference for its Board-level Remuneration Committee, establishing a detailed framework for director and senior-management pay oversight in line with the PRC Company Law and Hong Kong Listing Rules.

Key highlights:

1. Committee Structure • The Remuneration Committee must comprise at least three directors, with an odd number of members and a majority of independent non-executive directors (INEDs). • The Board appoints an INED as committee chair; vacancies must be filled within three months to maintain compliance.

2. Core Responsibilities • Recommend overall remuneration policy and structure for directors and senior management, ensuring a “formal and transparent” decision-making process. • Review and approve individual remuneration packages, including fixed pay, benefits, pension rights and exit compensation, and ensure no director participates in deciding his or her own pay. • Oversee implementation of remuneration systems, benchmark compensation against comparable companies and internal roles, and supervise all share-based incentive plans in accordance with Chapter 17 of the Listing Rules. • Evaluate and approve compensation related to loss or termination of office, and review dismissal terms for misconduct to confirm fairness and contractual alignment.

3. Operating Procedures • Meetings: at least once annually, with extraordinary sessions possible upon request by the chair, a Board majority or over half the committee. Quorum requires two-thirds attendance, including at least one INED. • Voting: resolutions pass with a simple majority; the chair holds a casting vote in the event of a tie. • Conflicts: members must recuse themselves from discussions where personal or associate remuneration is involved.

4. Transparency and Reporting • Terms of Reference will be available on both the Hong Kong Stock Exchange and company websites. • The committee must report its decisions and recommendations to the full Board and present at the annual general meeting to address shareholder questions. • Minutes documenting deliberations and dissenting views are required and must be accessible to any director upon request.

5. Support and Resources • Management must supply complete and timely information for informed decision-making. • The committee may engage external professional advisers at the company’s expense. • IMPACT Therapeutics will disclose the directors’ remuneration policy and senior management pay bands in its annual report, meeting Hong Kong disclosure standards.

The Terms of Reference become effective upon the listing and trading of IMPACT Therapeutics’ H shares on the Hong Kong Main Board and will be interpreted or amended by the Board as necessary to align with evolving regulations.