Chapter 1 General Principles
Article 1
To further improve the management level of Dongjiang Environmental Co., Ltd. (hereinafter referred to as "the Company"), establish and perfect incentive and constraint mechanisms, fully mobilize the enthusiasm and creativity of the Company's directors and senior management, and create greater benefits for the Company and its shareholders, this measure is formulated in accordance with the principles of responsibility, authority, and benefits being equal, based on the relevant provisions of the Company Law, the Code of Corporate Governance for Listed Companies, and the Articles of Association, as well as the actual situation of the Company and industry characteristics.
Article 2
These measures apply to the directors and senior management of the Company, with senior management including the president, vice presidents, financial officer, board secretary, and other senior management recognized by the Articles of Association. They do not apply to non-executive directors and independent directors who do not receive remuneration from the Company. The Company’s Party Secretary, full-time Deputy Secretary of the Party Committee, Discipline Inspection Commission Secretary, and Union Chairman may implement these measures by reference. The independent director allowance scheme shall be separately reviewed and confirmed by the Company’s shareholders meeting.
Article 3
The remuneration management adheres to the following principles:
- Legality and Compliance: Regulate remuneration management according to laws, regulations, and relevant provisions.
- Benefit Priority and Fairness: Determine the remuneration level of corporate leaders reasonably based on market orientation, industry attributes, and company development, reflecting the principle of distribution according to labor and the equality of responsibility, authority, and benefits.
- Performance Orientation and Incentive Constraint: Establish a distribution incentive and constraint mechanism linking remuneration to performance evaluation results, ensuring that remuneration increases with performance and decreases with poor performance.
Article 4
The assessment results of corporate party building and operational performance will be calculated according to corresponding weights to determine the annual comprehensive evaluation results, which will serve as the basis for the personal term and contractual assessment results of directors, thereby confirming the remuneration of directors and senior management. An annual assessment combined with term assessment will be implemented, unifying result assessment with process evaluation, and linking assessment results with remuneration.
Article 5
The Board of Directors' Remuneration and Assessment Committee is the management body for the implementation of this system. The Company’s Human Resources Department, Financial Management Department, Securities Legal Affairs Department, and other departments will cooperate with the Board of Directors' Remuneration and Assessment Committee in the specific implementation of the remuneration scheme. The remuneration scheme for directors and senior management will be formulated by the Board of Directors' Remuneration and Assessment Committee, clarifying the basis and specific composition of remuneration. The remuneration scheme for directors will be decided by the shareholders meeting and disclosed. The remuneration scheme for senior management will be approved by the Board of Directors, explained to the shareholders meeting, and disclosed. The performance evaluation of directors and senior management will be organized by the Board of Directors' Remuneration and Assessment Committee, and the Company may entrust a third party to conduct performance evaluations. When the Board of Directors or the Remuneration and Assessment Committee evaluates or discusses the remuneration of an individual director, that director shall abstain.
Chapter 2 Composition of Remuneration and Determination of Assessment Coefficients
Article 6
The remuneration of directors and senior management consists of five parts: basic annual salary, performance annual salary, term incentive, incremental reward, and special reward income.