ESTUN (02715) has released the Terms of Reference for its Remuneration and Appraisal Committee, detailing its composition, duties, and decision-making processes. The Committee is established under the Board of Directors with three directors, at least two of whom must be independent, and is tasked with formulating and reviewing compensation policies and appraisal standards for directors and senior management.

According to the announcement, the Committee’s primary responsibilities include setting remuneration criteria, conducting performance assessments, reviewing and advising on share incentive plans, and overseeing implementation of the remuneration system. The announcement emphasizes that this Committee will operate under clear procedures, such as convening regular and extraordinary meetings to discuss relevant matters, requiring a majority vote for passing resolutions, and ensuring any director involved in an appraisal recuses themselves from related discussions.

The Committee also holds authority to engage professional advisors for recommendations on share incentives and corporate governance matters and will regularly provide reports and proposals to the Board. These Terms of Reference become effective from the date of the Company’s H shares listing, aligning with relevant laws, regulatory rules, and the Articles of Association.