JOINN Laboratories (China) Co., Ltd. published a new Remuneration and Evaluation Committee Terms of Reference highlighting its governance structure, committee composition, and decision-making procedures. The document aims to establish a comprehensive system governing the remuneration and performance evaluations of directors and senior management.
The committee is composed of three directors, among whom two must be independent. An independent director serves as chairman of the committee, ensuring leadership over remuneration policies and evaluations. A dedicated working group, managed by the company’s human resource department, handles preparations for meetings and follows through on resolutions.
According to the document, the committee’s primary functions include formulating and reviewing remuneration systems, performance indicators, and evaluation standards for directors and senior management. Recommendations regarding compensation packages, benefits, and performance-linked incentives must be presented to the board, and the committee’s proposals for directors’ pay subsequently require shareholder approval. The plan for senior management pay is subject to board approval.
The committee also oversees internal control measures to supervise directors’ and management’s performance, aiming to maintain a transparent and fair process. For significant remuneration-related decisions such as dismissals or compensation arrangements, the committee must ensure consistency with contractual terms and reasonableness of any payments. Should a director be under review for performance or compensation, that individual does not participate in the discussion or voting process.
The terms further detail procedural rules governing the number of annual meetings, quorum requirements, meeting notifications, and documentation standards. It is stipulated that the meeting minutes and related materials be kept on file for at least ten years. As stated in the document dated October 2025, the Terms of Reference come into effect upon approval by the board of directors.