Horizon Construction Development Limited (HORIZON CD) released an updated Terms of Reference for its Remuneration Committee, detailing the committee’s composition, authority, and operating procedures to align with Hong Kong Listing Rules and strengthen corporate governance.
Key elements include:
1. Committee Structure • Membership: Minimum of three directors, with a majority being independent non-executive directors (INEDs). • Leadership: The chair must be an INED, elected by the Board. • Term: Members serve concurrent terms with the Board and may be re-elected. Vacancies arising from a director’s departure are to be filled promptly.
2. Principal Responsibilities • Formulate and recommend the overall remuneration policy and structure for directors and senior management, including performance metrics, incentive plans, and compensation bands. • Review and approve management remuneration proposals in line with Board-approved corporate objectives. • Recommend individual packages for executive directors and senior management, covering salary, benefits, pensions, and termination payments. • Advise on remuneration for non-executive directors and ensure no director participates in decisions regarding his or her own pay. • Oversee compensation for loss of office or misconduct-related dismissals to ensure fairness and contractual compliance. • Review and/or approve matters related to share schemes under Chapter 17 of the Listing Rules. • Report to shareholders on directors’ service contracts that require shareholder approval.
3. Procedural Safeguards • Meeting Frequency: At least two meetings per year, with additional sessions as required. • Quorum & Voting: More than half of members must attend; resolutions pass by simple majority. • Notice Period: Minimum seven working days’ notice for meetings. • Support: The company will provide adequate resources, and the Committee may engage independent professional advice at the company’s expense. • Confidentiality: All participants must maintain confidentiality of meeting discussions.
4. Disclosure Commitments The company will publish the Committee’s terms of reference on its website and the Hong Kong Stock Exchange website. Annual reports will include details of director remuneration policies and senior management pay bands.
5. Effective Date and Amendments The revised Rules become effective upon Board approval, with any future changes subject to Board resolution and alignment with prevailing laws and the company’s articles of association.
The updated framework formalises HORIZON CD’s remuneration governance, aiming to enhance transparency, fairness, and alignment with shareholder interests.