Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of China International Cargo Airlines Co., Ltd. (hereinafter referred to as "the Company"), establish a sound incentive and restraint mechanism for the Company's directors and senior management, effectively motivate work enthusiasm, and enhance the Company's operational management efficiency, this system is formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, and other relevant laws and regulations, as well as the provisions of the Articles of Association of China International Cargo Airlines Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The term "directors" in this system refers to all members of the Company's board of directors. The board consists of internal directors, external directors, and independent directors.
- Internal directors: Non-independent directors who are senior management personnel or other employees of the Company with an employment contract.
- External directors: Non-independent directors who do not hold other positions in the Company besides being a director.
- Independent directors: Directors elected according to the Management Measures for Independent Directors of Listed Companies, who have no direct or indirect interest relationship with the Company and its major shareholders or actual controllers, or other relationships that may affect their independent and objective judgment.
Article 3
The term "senior management personnel" in this system refers to the president, vice presidents, chief accountant, safety director, chief pilot, chief engineer, chief legal advisor, chief compliance officer, board secretary, and other senior management personnel recognized by the board of directors, all appointed by the board.
Article 4
The term "compensation management" in this system refers to the specific activities of standardized management of the compensation and benefits of directors and senior management personnel, including compensation composition, management, and supervision.
Article 5
The compensation management work for the Company's directors and senior management personnel shall adhere to the following principles:
- Adhere to the principles of openness, fairness, and justice.
- Adhere to a market-oriented direction. Standardize corporate governance according to modern enterprise management systems, promote the alignment of director and senior management compensation with market benchmarks, and reasonably determine compensation levels.
- Balance incentives and constraints. The compensation of directors and senior management personnel should correspond to their operational responsibilities and risks, closely linked to performance assessments, with performance increases leading to compensation increases and vice versa.
- Balance efficiency and fairness. The growth of director and senior management compensation should be coordinated with the Company's economic benefits and employee wage growth.
- Combine short-term and long-term goals, unify results assessment with process evaluation, and coordinate organizational performance with individual performance.
Chapter 2 Responsibilities and Division of Labor
Article 6
The compensation plan for directors shall be determined by the shareholders' meeting and disclosed. The compensation plan for senior management personnel shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed. The board of directors shall report to the shareholders' meeting on the performance of directors, performance evaluation results, and their compensation, and disclose this information.