Chapter 1 General Principles
Article 1
To further establish and improve the assessment and remuneration management system for directors (non-independent directors) and senior management of Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as "the Company"), and to enhance corporate governance structure, the Company has established the Remuneration and Assessment Committee of the Board of Directors in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Measures for the Administration of Independent Directors of Listed Companies," and other laws, regulations, normative documents, and the "Articles of Association of Zhejiang Kane Special Materials Co., Ltd." (hereinafter referred to as "the Articles of Association") and relevant provisions of the Company's "Rules of Procedure for Board Meetings."
Article 2
The Remuneration and Assessment Committee is a specialized working body established by the Board of Directors according to the resolutions of the shareholders' meeting. Its main responsibilities are:
- To study the assessment criteria for the remuneration of directors and senior management, conduct assessments, and make recommendations;
- To research and review the remuneration policies and plans for directors and senior management.
Article 3
In these rules, "directors" refers to the chairman and directors of the Company who receive remuneration, while "senior management" refers to the general manager, deputy general managers, board secretary, financial officer, and other senior management personnel as stipulated in the Articles of Association.
Chapter 2 Composition
Article 4
The Remuneration and Assessment Committee consists of three directors, with independent directors making up the majority.
Article 5
Committee members (hereinafter referred to as "members") are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the Board of Directors.
Article 6
The committee shall have one chairperson (convener), who shall be an independent director, responsible for presiding over the committee's work. The chairperson is elected from among the members and must be approved by the Board of Directors. If the chairperson is unable to perform their duties, a majority of the members may elect another independent director to perform the duties.
Article 7
The term of the Remuneration and Assessment Committee is consistent with that of the Board of Directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director, they automatically lose their membership, and the committee shall supplement the number of members according to Articles 4 to 6 above.
Article 8
The Remuneration and Assessment Committee shall establish a working group, led by the head of the human resources management department, with 1-2 staff members responsible for providing relevant operational data and information about the assessed personnel, preparing meetings, and executing the committee's relevant proposals.