Phancy Group Co., Ltd. (PHANCY) released a comprehensive Terms of Reference detailing the composition, authority and operating procedures of its newly established Remuneration and Appraisal Committee under the Board.

Key points from the document:

• Committee Composition: The committee must include at least three directors, with independent non-executive directors forming the majority and holding the chairmanship.

• Core Mandate: Responsibilities cover formulating and reviewing remuneration policies, setting appraisal standards, recommending remuneration packages for directors and senior management, and overseeing equity incentive and employee stock-ownership plans.

• Approval Mechanism: Recommendations on directors’ remuneration require Board endorsement and subsequent shareholder approval at the general meeting. The committee will also advise shareholders on service agreements exceeding three-year terms or containing termination payments beyond one year of compensation, in line with Hong Kong Listing Rule 13.68.

• Governance Controls: Members must disclose personal financial interests and abstain from voting where conflicts arise. Decisions become effective only with majority consent of all committee members, and minutes must capture dissenting views in detail.

• Meeting Frequency and Quorum: At least one regular meeting per year is mandated, with additional sessions convened as required. A quorum requires two members, including at least one independent non-executive director.

• Reporting & Disclosure: The committee is tasked with preparing all remuneration-related disclosures for annual and interim reports and must report regularly to the Board on material remuneration issues.

• Resource Access: The committee can obtain independent professional advice at the company’s expense and is entitled to full cooperation from senior management.

The Terms of Reference take immediate effect following Board approval and will automatically align with future revisions to applicable laws, the Hong Kong Listing Rules, or PHANCY’s Articles of Association.