Ganfeng Lithium Group Co., Ltd. released the revised “Terms of Reference of the Remuneration and Assessment Committee of the Board of Directors,” detailing an expanded governance framework for director and senior-management remuneration and performance appraisal.

Key highlights:

• Committee Structure – The committee will comprise three directors, including at least two independent non-executive directors. – An independent non-executive director will serve as committee chairman. – Tenure aligns with the board’s term, and vacancies will be filled under newly specified nomination procedures.

• Scope of Oversight – Coverage extends to the chairman, vice-chairman, all directors, the president, vice-presidents, the board secretary and any other senior managers the board designates. – Responsibilities include formulating remuneration policies, performance appraisal systems, long-term incentive plans, share schemes and recovery arrangements for over-paid compensation.

• Decision-Making Authority – The committee is empowered to: 1) Recommend overall remuneration structures and specific packages for executive and non-executive directors; 2) Approve management’s remuneration proposals within the board-set objectives; 3) Review compensation for loss or termination of office to ensure fairness and contract compliance; 4) Supervise the implementation of share-based incentives under Hong Kong Listing Rules Chapter 17; 5) Engage external advisers, with costs borne by the company.

• Procedures and Meetings – At least one regular meeting will be held annually; ad-hoc meetings can be convened with two days’ notice. – A two-thirds quorum is required, and resolutions pass by majority vote. – Directors or senior executives under review must abstain from related discussions and voting. – Minutes will be distributed in draft and final form to all directors and retained by the board secretary.

• Reporting and Disclosure – Director remuneration plans require board and shareholder approval; senior-management packages need board approval and subsequent disclosure. – The committee chairman must attend the annual general meeting to address shareholder questions on remuneration governance.

The revised charter takes effect upon board approval and supersedes the previous version, reinforcing Ganfeng Lithium’s commitment to transparent and compliant remuneration practices.