China International Capital Corporation Limited (the “Company”) has released an update detailing its Remuneration Committee’s Terms of Reference. The material focuses on standardizing meeting procedures, clarifying decision-making processes, and enhancing committee efficiency.

The document highlights the Remuneration Committee’s composition, requiring at least three members (with a majority as independent directors) and one independent director serving as the committee’s chairman. It also outlines clear rules regarding the committee’s responsibilities, including developing remuneration and performance evaluation policies aligned with industry benchmarks, advising the board of directors on directors’ and senior management’s remuneration, and reviewing compensation plans, including benefits and potential termination packages.

To optimize decision-making and transparency, the Terms of Reference mandate that meeting notices be provided in writing in advance (with possible waiver by two-thirds of members) and specify a quorum of more than half of the committee members. Resolutions require a majority vote to pass, and members with conflicts of interest must abstain. The committee is authorized to engage external experts for consultation, with related costs borne by the Company, and must report significant decisions or recommendations to the board of directors.

According to the disclosure, any amendments to the Terms of Reference undergo a board review process. Meeting minutes and related documents must be retained for at least 20 years. If any matters are not covered by these Terms, or conflict arises with relevant laws or the Company’s Articles of Association, the latter prevail.

Overall, the newly published Terms of Reference serve to lay out a structured framework for the Company’s Remuneration Committee and underscore its commitment to regulated governance and transparent decision-making.