InnoCare Pharma Limited released a comprehensive update to the Terms of Reference for its Compensation Committee, detailing membership structure, authority and key responsibilities.
Key structural requirements • The committee must consist of at least three directors, with a majority being independent non-executive directors. • Quorum is set at two members, one of whom must be independent. • The chairperson must be an independent non-executive director appointed by the Board. • Members serve concurrent terms with their directorships, and the Board retains power to appoint, remove or replace members.
Meeting protocols • The committee is required to meet at least once annually and can be convened at the request of any committee member. • Agendas and supporting papers must be distributed at least three days before each meeting. • Each member holds one vote; resolutions pass by simple majority, and proxy voting by another member is permitted.
Scope of authority • The committee may obtain external professional advice at the Company’s expense and is exclusively responsible for engaging any external remuneration consultants. • It is empowered to seek any remuneration information from directors and senior management, who are obliged to cooperate.
Primary duties • Recommend the overall remuneration policy and structure for directors and senior management and ensure a formal, transparent process for setting compensation. • Determine or recommend individual remuneration packages—including salaries, bonuses, benefits, pension rights and compensation for loss of office—while ensuring no director participates in decisions about his or her own pay. • Review compensation for termination or dismissal to confirm alignment with contractual terms and reasonableness. • Oversee share-based incentive schemes under Chapter 17 of the Hong Kong Listing Rules and applicable STAR Market regulations, including vesting periods, performance targets and claw-back mechanisms. • Advise on remuneration of non-executive directors and monitor expense-reimbursement policy for directors and senior management.
Reporting and disclosure • Minutes must record discussions and decisions in detail and be available for board inspection. • The committee chairperson will attend annual general meetings to address shareholder queries regarding remuneration matters. • The full Terms of Reference will be available on the Hong Kong Stock Exchange website, the Shanghai Stock Exchange website and the Company’s website.
Implementation These updated Terms take effect upon board approval and supersede any prior versions, aligning with prevailing Hong Kong Listing Rules, STAR Market regulations and the Company’s Memorandum and Articles of Association.