Anhui Conch Cement Company Limited (Conch Cement) has released a new Management System for the Remuneration of Directors and Senior Management Members, aimed at strengthening incentives and governance oversight across its leadership team. The framework, dated 28 May 2026, will take effect following board approval and endorsement at the shareholders’ meeting.
Key Governance Structure • The remuneration and nomination committee, directly accountable to the board, will design, review and recommend pay packages, performance metrics and incentive mechanisms. • Any director under review must abstain from voting on his or her own remuneration. If the board rejects a committee proposal, the reasons must be recorded and disclosed. • Human-resource and finance departments will implement approved plans and coordinate reporting obligations.
Remuneration Composition • Non-independent directors and senior management (general manager, deputy general managers, assistants to the general manager and the board secretary) will receive three components: – Basic remuneration – Performance-based remuneration – Medium- and long-term incentives (e.g., share options, restricted shares, employee stock ownership plans) • Performance-based remuneration must account for at least 60% of the combined basic and performance-based pay. • Independent directors will be compensated through a fixed allowance system.
Payment and Deferral Rules • Performance-based remuneration for non-independent directors and senior executives will be partially deferred, with staggered payouts over three years. • All figures are quoted pre-tax; statutory deductions for income tax, social insurance, housing fund and other employee contributions will be withheld.
Claw-Back and Risk-Mitigation Provisions • In cases of duty breaches, financial fraud, fund misappropriation or illegal guarantees, the company can reduce, suspend or recover paid remuneration and incentive income, proportional to the severity of misconduct.
Adjustment Mechanism • Remuneration levels may be revised to reflect operating results, inflation, peer benchmarks and national policy changes, subject to proper approval procedures.
Compliance Alignment • The system aligns with the Company Law, Securities Law, Code of Corporate Governance for Listed Companies, the Hong Kong Listing Rules and Conch Cement’s Articles of Association.
Implementation • The policy will become effective after shareholder ratification, with the board of directors retaining interpretative authority.
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