Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Guangdong Provincial Expressway Development Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and standardized compensation distribution system for directors and senior management, strengthen incentive and restraint mechanisms, fully mobilize work enthusiasm and creativity, and promote the Company's high-quality sustainable development, this system is formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for Corporate Governance of Listed Companies issued by the China Securities Regulatory Commission, and other laws, regulations, normative documents, and the provisions of the Articles of Association of Guangdong Provincial Expressway Development Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The management of compensation for directors and senior management shall follow the principles below:
- Legal Compliance Principle: Strictly adhere to national laws, regulations, and regulatory requirements;
- Unity of Responsibility, Authority, and Interests Principle: Ensure that compensation levels match job responsibilities, performance risks, and contributions;
- Performance-Oriented Principle: Actual income levels are closely linked to the Company's operational performance and individual work objectives;
- Combination of Short-term and Long-term Principle: Balance current performance with long-term development to prevent short-term behavior and promote sustainable development;
- Incentive and Restraint Principle: Establish a sound reward and punishment mechanism, implement a compensation clawback mechanism, and reasonably set performance-based compensation and deferred payment ratios;
- Transparency Principle: Strictly fulfill information disclosure obligations in accordance with regulatory requirements and accept supervision.
Article 3
This system applies to the following personnel of the Company:
- Directors;
- Senior management, including the General Manager, Deputy General Managers, Chief Accountant, Board Secretary, Chief Legal Advisor, and other senior management as stipulated in the Articles of Association.