Chapter 1 General Principles
Article 1
To further improve the compensation management for directors and senior management of Aishida Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, effectively motivate the work enthusiasm of the Company's directors and senior management, and enhance the operational management efficiency of the Company, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," and other relevant laws and regulations, as well as the provisions of the "Articles of Association of Aishida Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the Company's directors and senior management, specifically including the following personnel:
- Internal Directors: Non-independent directors who have signed labor contracts or appointment contracts with the Company and are responsible for managing relevant affairs.
- External Directors: Non-independent directors who are not employees of the Company and do not hold any other positions in the Company besides being directors.
- Independent Directors: Directors who do not hold any positions other than that of a director in the Company, are appointed by the Company according to relevant regulations, and have no direct or indirect interests with the Company, major shareholders, or actual controllers that may affect their independent and objective judgment.
- Senior Management: The general manager, deputy general managers, board secretary, financial director, and other senior management personnel as stipulated in the Articles of Association.
Article 3
The compensation management for the Company's directors and senior management shall adhere to the following principles:
- Reflect the principle that income levels are commensurate with the Company's scale and performance while considering market compensation levels.
- Reflect the principle of distribution according to labor and the equivalence of responsibility, authority, and benefits, ensuring that compensation aligns with job value and responsibility.
- Reflect the principle of long-term interests of the Company, aligning with the goal of sustainable and healthy development.
- Reflect the principle of balancing incentives and constraints, linking compensation distribution with assessments, rewards, and the Company's incentive mechanisms.
Chapter 2 Compensation Management Organization
Article 4
The Company's Board of Directors' Compensation and Assessment Committee, authorized by the Board, is responsible for formulating compensation plans, assessment standards, distribution mechanisms, decision-making processes, payment and recovery arrangements, and other compensation policies and plans for the Company's directors and senior management; reviewing the performance of the Company's directors and senior management and conducting annual assessments; and supervising the implementation of the Company's compensation system.