Beijing DeepZero Technology Co., Ltd. has released the Terms of Reference for its newly constituted Remuneration and Appraisal Committee, detailing the committee’s mandate, composition, authority and operating procedures in alignment with the Company Law of the PRC, Hong Kong Listing Rules and the firm’s Articles of Association.
Key Establishment Details • Structure: The committee will comprise no fewer than three directors, with independent non-executive directors forming the majority. An independent non-executive director will serve as chairperson. • Appointment & Tenure: Members are nominated by the Board chair and approved by a simple majority of directors. Tenure is concurrent with the Board’s term; members may be re-elected. Automatic termination applies if a member ceases to qualify as director or independent non-executive director. • Secretariat Support: The Board secretary functions as the committee’s executive body, providing preparatory materials and logistical support.
Principal Responsibilities • Remuneration Design: Recommend policies covering remuneration structure, benefits in kind, pension rights, equity incentive schemes and termination compensation for directors and senior management. • Performance Appraisal: Formulate appraisal standards, set annual performance targets, and supervise evaluations for directors, executives and heads of subsidiaries. • Decision-Making Authority: Review and approve management remuneration proposals; determine packages for executive directors and senior managers within Board-delegated limits; recommend pay for non-executive directors. • Governance Safeguards: Ensure no director or associate participates in decisions on personal remuneration; oversee fair compensation in cases of dismissal or misconduct; maintain transparent procedures and compliance with regulatory requirements.
Meeting & Voting Framework • Frequency: At least one regular meeting annually, with additional ad-hoc meetings convened as needed by the Board, committee chair or two members. • Quorum & Voting: Two-thirds member attendance required; resolutions pass by simple majority, with abstention mandated for any member having a conflict of interest. • Documentation: Formal minutes and summaries will be prepared and circulated; if Board decisions diverge from committee recommendations, reasons must be recorded and disclosed.
External Advisory and Confidentiality The committee may engage external professionals for independent advice, with related costs borne by the company. All participants must maintain confidentiality regarding meeting deliberations.
Effective Date & Oversight The Terms of Reference take effect from the date DEEPZERO’s H-share listing commences on The Stock Exchange of Hong Kong Limited. The Board retains authority to interpret and amend the document, ensuring alignment with evolving regulations and the Articles of Association.