BYD Company Limited: Implementation Rules of the Remuneration Committee

Bulletin Express
10/30

BYD Company Limited released newly approved Implementation Rules of the Remuneration Committee. According to the announcement, the Remuneration Committee functions as a special committee under the Board of Directors, responsible for formulating and reviewing remuneration policies for directors, the president, and other senior management. It is also tasked with ensuring a regulated operation process, creating effective oversight and incentive mechanisms, and enhancing the company’s governance structure.

The announcement outlines that the committee must comprise at least three directors, with a majority of independent directors who also serve as the committee’s convener. The document clarifies procedures for convening both regular and extraordinary meetings, the voting process, and the participation of non-committee directors or senior management as non-voting attendees when necessary. Records of each meeting, including minutes and resolutions, are required to be submitted to the Board.

The rules detail multiple duties, such as developing remuneration proposals, conducting annual performance reviews, and supervising the implementation of the company’s remuneration system. They also address the formulation of share incentive plans and other stock ownership arrangements, confirming that any potential compensation must align with established agreements and avoid placing undue burdens on the company.

Additionally, provisions specify that the committee should obtain sufficient resources to perform its functions effectively and clarify circumstances under which committee members must abstain, such as when discussing the remuneration of an individual director who is also a committee member. Finally, the new rules take effect once approved by the Board and will guide future remuneration-related decisions and oversight.

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