Shanghai INT Medical Instruments Co., Ltd. (INT Medical) has released the full Terms of Reference and Rules of Procedures for its Board-level Remuneration Committee, outlining a structured approach to director and senior-management compensation and reinforcing compliance with PRC Company Law, the Hong Kong Listing Rules and the company’s Articles of Association.
Key governance features:
1. Committee Composition • Minimum of three directors, with independent non-executive directors (INEDs) forming the majority. • The chair must be an INED. • The Board secretary or joint company secretaries serve as committee secretary.
2. Core Responsibilities • Recommend overall remuneration policy and structure for all directors and senior management. • Review and approve individual pay packages—covering salary, benefits, pension rights and termination compensation—against corporate goals and market benchmarks. • Advise the Board on non-executive director fees and on any share-based incentive plans governed by Chapter 17 of the Hong Kong Listing Rules. • Ensure no director or associate participates in determining his or her own remuneration. • Approve all remuneration-related disclosures for inclusion in periodic reports and on stock-exchange websites.
3. Decision & Oversight Mechanics • Committee resolutions require a majority vote and explicit for/against positions; abstentions are not permitted. • Regular meetings must be held at least once a year, with three-business-day advance notice; extraordinary meetings follow the same notice period. • A quorum is two members, including at least one INED; physical, telecommunication, or written-circulation formats are allowed. • Full minutes are kept, signed by attending members and made available to any director upon reasonable request.
4. Conflict-of-Interest Safeguards • Members must disclose personal financial interests or cross-directorship conflicts and recuse themselves from related discussions and voting. • For remuneration deliberations, any involved director and associates must withdraw; remaining committee members determine the compensation.
5. Reporting & Shareholder Interface • The committee reports regularly to the Board on remuneration matters and must have its chair (or delegate) attend the Annual General Meeting to answer shareholder queries. • It advises shareholders on service agreements exceeding three-year terms or carrying termination notice periods or payments beyond one year, as required under Hong Kong Listing Rule 13.68.
6. Effective Date and Amendments • The charter takes effect upon Board approval and is dated 27 March 2026. Future amendments require committee proposal and Board consent, with any regulatory conflicts resolved in favor of higher-level rules.
By codifying these procedures, INT Medical aims to provide a transparent, systematic framework for aligning executive incentives with long-term shareholder interests while satisfying evolving regulatory requirements.