Chapter 1 General Principles
Article 1
To strengthen the decision-making function of the board of directors and improve the corporate governance structure, the company establishes the Compensation and Assessment Committee of the Board of Directors and formulates these work rules in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Articles of Association of China National Machinery Industry Corporation (hereinafter referred to as "the Articles"), and other relevant regulations.
Article 2
The Compensation and Assessment Committee is a specialized working body under the board of directors, reporting its work to the board and being accountable to it.
Article 3
The daily working body of the Compensation and Assessment Committee is located in the board office, responsible for work liaison, meeting organization, and file management. The company's organization and personnel department serves as the business support department for the Compensation and Assessment Committee, responsible for preparing materials for proposals within the committee's agenda and implementing resolutions.
Chapter 2 Composition
Article 4
The Compensation and Assessment Committee consists of three to five external directors, with independent directors making up the majority.
Article 5
The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board of directors.
Article 6
The committee has one chairperson, who is an independent director, responsible for presiding over the committee's work. The chairperson is nominated by the chairman and approved by the board of directors.
Article 7
The term of the Compensation and Assessment Committee is consistent with that of the board of directors. If a member ceases to be a director, they automatically lose their committee membership. If the committee's composition becomes non-compliant due to a member's departure, the board of directors shall promptly make up for it.
Chapter 3 Responsibilities and Authority
Article 8
The Compensation and Assessment Committee is responsible for formulating assessment standards for directors and senior management, conducting assessments, and developing and reviewing compensation policies and plans for directors and senior management, exercising the following powers:
- Formulating and reviewing compensation policies and plans for directors and senior management;
- Formulating assessment standards and conducting assessments for directors and senior management;
- Developing long-term incentive plans for the company's directors and senior management;
- Managing the company's long-term incentive plans;
- Reviewing the qualifications, grant conditions, and exercise conditions of personnel granted under the company's long-term incentive plans;
- Other matters stipulated by laws, administrative regulations, the Articles, or authorized by the board of directors.