Guoguang Electric Corporation System for the Assessment of Remuneration for Directors and Senior Management
Chapter 1 General Principles
Article 1 To ensure that the company's directors and senior management perform their duties in accordance with the law, establish a scientific and effective incentive and restraint mechanism, improve the company's remuneration and assessment management system, further clarify the remuneration and assessment of directors and senior management, and promote the healthy, sustainable, and stable development of the company, the company's board of directors hereby formulates this system.
Article 2 The scope of application of this system: (1) Personnel serving as directors of the company; (2) Senior management personnel of the company, including the president, vice presidents, secretary of the board, and chief financial officer, etc.
Article 3 Principles for the remuneration and performance assessment of the company's directors and senior management: (1) The principle of open, fair, and transparent remuneration standards; (2) The principle of matching remuneration with annual performance assessment; (3) The principle of combining remuneration with the company's actual operating conditions; (4) The principle of combining remuneration with rights, responsibilities, and benefits; (5) The principle of balancing incentives and constraints.
Article 4 The relevant remuneration assessment body of the company may adjust the remuneration of directors and senior management according to the following circumstances, and the basis for adjustment includes: (1) Remuneration levels in the same industry; (2) Remuneration levels in the region; (3) Inflation levels; (4) The company's actual operating conditions; (5) Adjustment of the company's development strategy and organizational structure, changes in positions and responsibilities.
Article 5 The remuneration of the company's directors and senior management shall be based on the company's operating and comprehensive management situation, and shall be determined through comprehensive assessment based on the completion of the annual operating plan, the responsibilities of the supervised work and the completion of work objectives, and the individual's performance and development.
Chapter 2 Authority for Determining Remuneration and Assessment
Article 6 The remuneration plan for the company's directors and senior management shall be formulated by the Remuneration and Assessment Committee of the Board of Directors, clarifying the basis and specific composition of remuneration determination. The remuneration plan for directors shall be decided by the shareholders' meeting and disclosed. When the board of directors or the Remuneration and Assessment Committee of the Board of Directors evaluates or discusses the remuneration of a director, that director shall recuse himself. The remuneration plan for senior management shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.
When the company's profit turns into loss or the loss expands compared to the previous accounting year, it shall be specifically explained at all stages of the review of remuneration for directors and senior management whether the change in remuneration for directors and senior management meets the requirements of performance linkage. If the average performance-based remuneration for directors and senior management does not decrease accordingly, the reasons shall be disclosed.
Article 7 The relevant functional departments of the company shall cooperate with the Remuneration and Assessment Committee of the Board of Directors in the annual assessment of directors and senior management and the specific implementation of the remuneration plan.
Chapter 3 Remuneration Structure and Payment Method for Directors and Senior Management