China Pacific Insurance (Group) Co., Ltd. released its Terms of Reference for the Nomination and Remuneration Committee of the Board of Directors. The document outlines core objectives to refine corporate governance, focusing on administering director and senior management nominations, formulating performance appraisal standards, and determining remuneration packages.

The composition requirements stipulate at least three non-executive directors, with a majority being independent. A minimum of one director must be of a different gender, ensuring board diversity. The committee is responsible for devising transparent procedures for setting performance-linked compensation, assessing directors’ and senior management’s annual performance, and reviewing proposed remuneration figures. It also oversees equity incentive programs, employee stock ownership plans, and the nomination or dismissal of senior management candidates.

The document highlights the importance of Board diversity, emphasizing factors such as age, cultural background, and professional experience. Additionally, the committee is tasked with reviewing the Board’s skills matrix and assessing each Director’s time commitment and overall contributions. The Terms of Reference further clarify rules for handling potential conflicts of interest among committee members and provide guidelines for circumstances when members must abstain from voting.

These provisions took effect upon approval by the Board, and the company states it will amend the Terms of Reference should they conflict with new regulations or updated listing rules.