3DG HOLDINGS (INTERNATIONAL) LIMITED released an updated document laying out the framework and responsibilities of its Remuneration Committee. The Committee requires at least three members and must be comprised of a majority of Independent Non-Executive Directors, with an Independent Non-Executive Director serving as Chair.
The document specifies that quorum is met by two members, both of whom must be Independent Non-Executive Directors. Meetings are to occur at least once a year, and resolutions can be passed through a majority vote or by unanimous written consent when necessary. The Company Secretary, or another suitably qualified individual, acts as Secretary of the Committee.
The stated duties include recommending remuneration policy and structure for Directors and senior management, with particular emphasis on fair and performance-linked packages. The Committee will also review compensation proposals, benefits, and any compensation arrangements related to terminations. In addition, it will supervise remuneration-related aspects of share schemes, ensure disclosure requirements are followed, and report formally to the Board on decisions and proceedings after each meeting.
According to the release, the Terms of Reference are publicly available on both the Company’s website and the website of the Hong Kong Exchanges and Clearing Limited. The guidelines emphasize transparency in the Committee’s work and reaffirm the Company’s commitment to sound governance practices.