NetEase, Inc. has adopted an updated Compensation Committee Charter, approved by the Board on 20 May 2026 and effective from 30 June 2026. The document sets clearer governance standards for director and executive-officer remuneration and aligns the company’s practices with Nasdaq and Hong Kong Listing Rules.
Key provisions
1. Authority and scope • The Committee is empowered to assist the Board in setting and reviewing compensation for directors and executive officers, subject to the company’s Memorandum and applicable law.
2. Committee composition • Minimum of three directors, with a majority being independent non-executive directors. • Members are elected by the Board and can be removed by majority Board vote.
3. Meeting framework • At least one meeting annually; additional sessions or unanimous written consents permitted as needed. • Quorum requires a majority of members, but not fewer than two. • The CEO must recuse from discussions on personal compensation unless specifically invited.
4. Principal responsibilities • Annually evaluate and approve CEO compensation against corporate goals, relative shareholder returns and market benchmarks. • Recommend overall remuneration policy and structure for directors and senior management. • Administer equity-based and other incentive plans in accordance with Chapter 17 of the Hong Kong Listing Rules. • Review and approve individual packages covering salary, annual and long-term incentives, severance and change-of-control arrangements. • Ensure no director or associate participates in decisions on that director’s own pay.
5. Oversight and evaluation • Conduct an annual self-assessment and review of the Charter, reporting results to the Board. • Maintain authority to retain external compensation advisers; related costs will be funded by the company.
6. Documentation • Written minutes of all meetings will be maintained and circulated to Committee members within a reasonable time.
The revised Charter enhances procedural transparency, formalises performance-based evaluation criteria and broadens the Committee’s authority to engage independent advisers, reinforcing NetEase’s commitment to robust compensation governance.