Viewtrix Tech Releases Comprehensive Remuneration Committee Charter to Strengthen Governance

Bulletin Express
05/26

Viewtrix Technology Co., Ltd (“Viewtrix Tech”) has published the full Terms of Reference for its Board Remuneration Committee, formalising the group’s policies on director and senior management compensation and aligning governance practices with the Company Law of the People’s Republic of China and Hong Kong Listing Rules.

Key structural highlights 1. Committee size and independence: The Remuneration Committee will comprise a minimum of three directors, with independent non-executive directors (INEDs) making up more than half of the membership. 2. Leadership: An INED will chair the committee, which acts as the convenor for meetings and reports directly to the board. 3. Appointment process: Members are nominated by the Board chair, at least half of INEDs or one-third of all directors, and must be elected by a simple board majority. Their tenure mirrors their board directorships, with eligibility for re-election.

Core responsibilities • Develop and recommend remuneration policies, structures and packages for all directors and senior management, benchmarking market levels, job scopes and company objectives. • Conduct annual performance appraisals for directors and senior executives; propose or determine individual pay, benefits in kind, pensions and any termination compensation. • Advise on remuneration for non-executive directors and supervise implementation of the overall pay system. • Review and approve compensation related to loss or termination of office, ensuring terms are fair, contractual and not excessive. • Oversee all share incentive schemes in line with Chapter 17 of the Hong Kong Listing Rules, including vesting periods, performance targets and clawback mechanisms. • Ensure no director or associate participates in decisions on his or her own remuneration and issue annual reports to the board on appraisal outcomes.

Meeting mechanics • Sessions are convened at the request of the board or the committee chair, with at least three days’ notice; emergency written resolutions are permitted. • A quorum requires two-thirds of members, including a minimum of two executive directors; resolutions pass with a majority of attending votes. • Members with direct or indirect interests in agenda items must declare such interests and abstain from voting unless unanimously deemed immaterial by other members. • Detailed minutes, capturing deliberations and voting outcomes, will be distributed to all members and archived by the company’s securities department.

Implementation timeline The charter takes effect upon Viewtrix Tech’s H-share listing on the Hong Kong Main Board. All prior remuneration committee rules are simultaneously repealed. The board retains ultimate interpretation authority over the new terms.

Regulatory alignment The updated charter embeds requirements from: • PRC Company Law. • Hong Kong Listing Rules, including Corporate Governance Code Appendix C1 and Chapter 17 on share schemes. • Viewtrix Tech’s Articles of Association and other applicable regulations.

By instituting these detailed guidelines, Viewtrix Tech seeks to enhance transparency, ensure fair compensation practices and reinforce its corporate governance framework ahead of its planned Hong Kong listing.

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