According to a new announcement by ZhongAn Online P & C Insurance Co., Ltd. (carrying on business in Hong Kong as “ZA Online Fintech P & C,” stock code 6060), the Board has revised the Terms of Reference for its Nomination and Remuneration Management Committee. The Committee was established by a resolution passed on July 20, 2021, and the updated terms introduce organized guidelines for director nominations, performance evaluations, and remuneration policies.

The Committee consists of at least three directors, including at least one director of a different gender and a majority of independent non-executive directors. Its chief responsibilities include identifying and recommending qualified individuals for directorships and senior management roles, assessing the independence of independent non-executive directors, and proposing the policy and structure for the remuneration of directors and senior management. Meeting at least once annually, the Committee may invite members of management or other parties to attend and is authorized to obtain professional advice if needed.

Under these revised terms, the Committee must ensure transparency in evaluating director and senior management performance, formulating remuneration proposals, and reviewing any compensation arrangements for loss or termination of service. It also has duties to review share-based incentives in accordance with Chapter 17 of the Listing Rules. The updated guidelines highlight procedures for maintaining detailed meeting records, safeguarding confidential information discussed, and reporting decisions or recommendations to the Board. The Chairman or a delegate is also required to attend the Company’s annual general meeting to address queries on the Committee’s responsibilities.