Ningbo Joyson Electronic Corp. has released terms of reference outlining the formation and responsibilities of its Nomination, Remuneration and Appraisal Committee. These terms aim to improve the performance evaluation and remuneration management system for directors (excluding independent non-executive directors) and senior management. According to the announcement, the committee was established in compliance with the Company Law of the People’s Republic of China, the Shanghai Stock Exchange’s regulations, the Hong Kong Listing Rules, and the Corporate Governance Code.

The committee’s primary responsibilities include drafting and implementing appraisal standards, remuneration policies, and performance evaluation procedures for directors and senior management. It will carry out annual assessments, recommend candidates for senior positions, review the structure and composition of the board at least once a year, and make recommendations on potential appointments and re-appointments. The committee must consist of at least three directors, with a majority being independent non-executive directors.

The announcement clarifies that members of the committee have a three-year term, and the chairman must be an independent non-executive director. The document sets out rules of procedure, including meeting notices, voting protocols, and confidentiality obligations. It also details conflict-of-interest clauses requiring members to abstain from discussing or voting on matters where they have a direct or indirect interest.

These Terms of Reference become effective on the date of listing of the company’s H shares on the Hong Kong Stock Exchange. Any inconsistencies with future laws, regulations, or the Articles of Association will be handled through prompt amendments in accordance with the relevant requirements.