Tsingtao Brewery Company Limited has amended and adopted new Working Regulations for its Nomination & Remuneration Committee at the first extraordinary meeting of the eleventh board of directors held on 22 May 2026. The overhaul clarifies committee composition, expands responsibilities and codifies diversity targets, signalling tighter corporate-governance oversight across director appointments, senior-management remuneration and performance review.
Key structural changes • The committee will consist of five directors, with independent directors forming a majority and at least one member of a different gender. • The chairman must be an independent director appointed by the board. • Members’ terms mirror their board tenure; vacancies are filled by board appointment to maintain the five-member structure.
Expanded duties and governance scope • Annual review of board structure, size and skills matrix, including succession planning for the chairman and president. • Authority to propose and assess candidates for directors and senior management, verify independence of non-executive directors and recommend removals of unqualified directors. • Mandate to draft, amend and supervise remuneration policies, equity-incentive plans and employee-stock-ownership schemes, ensuring that no individual participates in determining his or her own pay. • Direct responsibility for corporate-governance matters—including compliance with Shanghai and Hong Kong listing rules—training oversight, and biennial board-performance evaluations.
Meeting and voting mechanics • At least one regular meeting per year; extraordinary sessions can be called within seven working days by the chairman, two members, or the board. • Quorum requires three members; resolutions pass by simple majority. • Members must recuse themselves from discussions on their own appraisal or compensation. All minutes and materials are retained for a minimum of 10 years.
Diversity frameworks embedded • The updated regulations formally integrate the Board Diversity Policy and Workforce Diversity Policy. Selection and remuneration decisions must consider age, gender, cultural background, expertise and other diversity factors. The committee will monitor and report annually on policy implementation through the Corporate Governance Report.
Implementation and disclosure The revised Working Regulations take immediate effect upon board approval and will be published on the company’s and relevant stock exchanges’ websites. The board retains the right to reject any remuneration scheme deemed adverse to shareholder interests.
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