Wai Chi Holdings Company Limited announced amendments to the Remuneration Committee’s Terms of Reference, originally established on 27 October 2014, with the updated provisions becoming effective on 2 December 2025. The document outlines the committee’s structure, procedures, and duties under the board’s mandate.
The committee must comprise a minimum of three directors, with the majority being independent non-executive directors. The board appoints the committee’s chairman, who must be an independent non-executive director, and designates a secretary to handle administrative tasks. Meetings are held at least once a year, with additional sessions when necessary.
The committee is authorized to obtain information from management and, if needed, seek independent professional advice at the company’s expense. Key responsibilities include making recommendations on remuneration policies, reviewing management proposals, and determining or advising on compensation packages for executive directors and senior management. The committee also ensures that no director is involved in decisions regarding his or her own remuneration.
The Terms of Reference specify that any recommendations or decisions must be reported directly to the board. Minutes and relevant written resolutions are circulated to board members, and a summary of the committee’s work is included in the company’s annual reports. Any amendments to these guidelines remain subject to board approval and must be published on the websites of the Stock Exchange of Hong Kong Limited and the company.