Reconova Technologies Co., Ltd. has published a comprehensive Terms of Reference for its Board Remuneration Committee, establishing the governance framework that will apply once the company’s H-shares begin trading on The Stock Exchange of Hong Kong Limited (HKEX).
Key Highlights
1. Committee Structure • Composition: The Remuneration Committee will comprise three directors, with independent non-executive directors forming the majority. • Leadership: The chairperson must be an independent non-executive director elected by the Board. • Tenure: Committee members serve concurrent terms with the Board and are eligible for re-election. Vacancies must be filled within three months.
2. Core Responsibilities • Performance Evaluation: Design and execute annual performance assessments for all directors and senior management, covering financial metrics, operational goals, innovation, and profitability. • Remuneration Framework: Formulate and periodically review policies on salaries, incentives, pensions, and non-monetary benefits, benchmarking against regional and industry peers. • Decision-Making Authority: Recommend or determine individual pay packages, approve compensation for loss or termination of office, and propose remuneration for non-executive directors. • Oversight: Monitor implementation of remuneration systems, ensure no director or associate decides on their own pay, and safeguard shareholder interests by enabling the Board to veto harmful remuneration plans. • Share Schemes: Review and/or approve matters related to equity-based incentive plans in line with Chapter 17 of the HKEX Listing Rules.
3. Procedural Safeguards • Meeting Frequency: At least one regular meeting annually, with additional sessions convened as needed. • Quorum & Voting: Meetings require two-thirds attendance; resolutions pass with a simple majority. • Confidentiality & Records: Formal minutes must document all deliberations and dissenting views and be retained for a minimum of 10 years. • Use of External Advisors: The Committee may engage independent advisers, with costs borne by the company, to ensure objective remuneration decisions.
4. Implementation Timeline The Terms of Reference take effect upon the listing and commencement of trading of Reconova’s H-shares on HKEX.
The issuance of these guidelines aligns Reconova Technologies’ corporate governance with PRC regulations and HKEX requirements, providing a clear mandate for transparent remuneration oversight as the company transitions to public capital markets.
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