Guoguang Electric Corporation Work Rules of the Remuneration and Appraisal Committee
Chapter 1 General Provisions
Article 1 To ensure the company's sustained, standardized, and healthy development, further improve the corporate governance structure, promote standardized corporate operations, enhance the scientific nature of the board's decision-making, and improve the efficiency and level of major investment decisions, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and the "Articles of Association of Guoguang Electric Corporation" (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company hereby establishes the Board of Directors' Remuneration and Appraisal Committee and formulates these Work Rules.
Article 2 The Board of Directors' Remuneration and Appraisal Committee is a special working body under the Board of Directors. Its main tasks are to formulate assessment standards for the company's directors and senior management and conduct assessments; to be responsible for formulating and reviewing the company's remuneration policies and plans for directors and senior management, and to be accountable to the Board of Directors.
Article 3 The term "directors" as used in these Rules refers to non-independent directors who receive remuneration from the company. The term "senior management" refers to the President, Vice Presidents, Secretary of the Board, Chief Financial Officer appointed by the Board of Directors, and other senior management personnel identified by the Board of Directors. Directors who do not receive remuneration from the company are not within the scope of assessment under these Rules.
Chapter 2 Composition of Personnel
Article 4 The Remuneration and Appraisal Committee shall be composed of five directors, of whom three shall be independent directors. The members shall be nominated by the Chairman, two or more independent directors, or one-third of all directors, and shall be elected by a resolution of the Board of Directors.
Article 5 The Remuneration and Appraisal Committee shall have one convener, who shall be an independent director. The convener shall be elected from among the members and reported to the Board of Directors for approval.
Article 6 The term of office of the Remuneration and Appraisal Committee shall be the same as the term of office of the Board of Directors. Members may be re-elected upon the expiration of their term. If a member ceases to hold the position of director of the company during their term, they shall automatically lose their qualification as a member, and the committee shall supplement the number of members in accordance with Articles 4 to 6 above.