Chapter 1 General Principles
Article 1
To improve the governance structure of Guangdong Provincial Institute of Architectural Science Group Co., Ltd. (hereinafter referred to as "the Company"), standardize the compensation management for directors and senior management (hereinafter referred to as "Directors and Senior Management"), strengthen incentive and restraint mechanisms, promote sustainable high-quality development of the Company, and effectively protect the legitimate rights and interests of investors, this system is formulated in accordance with the relevant provisions of the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," and other laws and regulations, as well as the "Articles of Association of Guangdong Provincial Institute of Architectural Science Group Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2 Basic Principles
- Performance-oriented and risk-sharing: The level of compensation is closely linked to the Company's long-term value creation, operational performance, and individual job performance.
- Reasonable structure and deferred payment: The structure consists of "basic salary + performance salary + medium and long-term incentives + special rewards," where the performance salary should account for no less than a certain proportion of the total of basic salary and performance salary, and deferred payment will be implemented.
- Compliance with procedures and clear responsibilities: Strictly adhere to laws, regulations, and regulatory requirements, and fulfill necessary review procedures and information disclosure obligations.
- Recourse and accountability: Establish a mechanism for recourse and recovery of compensation, allowing for the recovery of paid compensation in cases of significant violations or negligence.
- Classified management and clear treatment: Combine compensation management, comprehensive assessment, and classified management to develop compensation plans that match job responsibilities.
Article 3
This system applies to the following personnel:
- Directors;
- General Manager, Deputy General Managers, Financial Officer, Chief Engineer, Board Secretary, Chief Legal Advisor, and other senior management personnel appointed by the Board of Directors;
- Other personnel explicitly included in this system's management by the Articles of Association or Board resolutions.
Chapter 2 Compensation Management Organization
Article 4
The compensation plan for Directors and Senior Management is formulated by the Compensation and Assessment Committee of the Board of Directors, which clarifies the basis and specific components for determining compensation.