Keytop Parking Inc. released the full Terms of Reference for its newly‐formed Remuneration and Appraisal Committee, setting out a comprehensive framework for director and senior management remuneration oversight ahead of the company’s H-share listing on the Hong Kong Stock Exchange.
Key structural highlights • Composition: The committee will comprise a minimum of three directors, with independent non-executive directors constituting the majority. The chair must also be an independent non-executive director. • Tenure and succession: Members serve concurrent terms with the Board. Any vacancy must be filled within three months to maintain compliance with Hong Kong Listing Rules.
Core responsibilities • Policy formulation: Recommend overall remuneration policies, structures and transparent procedures for directors and senior management. • Individual remuneration: Review and approve—or, if authorised, determine—the remuneration packages of executive directors and senior managers, covering cash, non-monetary benefits, pension rights and termination compensation. • Incentive schemes: Formulate or amend share incentive plans, employee share ownership schemes and equity arrangements for potential subsidiary spin-offs. • Governance safeguards: Ensure no director or associate participates in decisions on personal remuneration and require recusal where conflicts of interest exist. • Termination oversight: Review compensation linked to loss or termination of office to ensure consistency with contractual terms and fairness. • Veto power: The Board retains authority to reject any compensation plan deemed detrimental to shareholders.
Operating mechanics • Meeting cadence: At least one regular meeting per year, with additional sessions convened on demand. Notices are issued three days in advance, and two-thirds attendance forms a quorum. • Voting: Resolutions pass with a simple majority; each member holds one vote. • Documentation and transparency: Minutes and summaries are prepared by the Board office, archived per regulatory requirements, and key terms are published on both the HKEX and company websites. • Resources: The committee has the right to obtain sufficient resources and, with Board approval, seek external professional advice at the company’s expense.
Effective date The charter becomes operative on the date Keytop Parking’s H shares commence trading in Hong Kong.
The explicit codification aligns Keytop Parking’s governance practices with PRC company law, Hong Kong Listing Rules and the company’s Articles of Association, reinforcing accountability and transparency in remuneration decisions.