CGN Power (1816) announced revised Terms of Reference for its Remuneration Committee, which will become effective on October 28, 2025. According to the document, the committee is formally established by and reports to the board of directors, with a composition of three directors—most of whom must be independent.
The revised guidelines outline responsibility for formulating assessment standards for directors and senior management, along with determining remuneration policies and mechanisms. The committee also oversees potential equity incentive plans, employee stock ownership plans, and arrangements tied to any proposed subsidiary spin-offs. In order to fulfill its obligations, the committee may consult independent advisors at the company’s expense and coordinate with relevant departments for necessary data.
The administrative office within CGN Power’s human resource department will support the committee’s daily operations. Members are appointed by the board, and a member’s term runs concurrently with their directorship. Meeting resolutions require more than half of the committee members to pass, and the chairman of the committee—an independent director—holds a casting vote in the event of a tie.
The new terms specify that details of any discussions remain confidential and that the committee’s resolutions will be reported directly to the board. The announcement also affirms that the updated framework must align with prevailing laws, regulations, and listing rules in China and Hong Kong, ensuring compliance and clarity regarding directors’ and senior management’s remuneration arrangements.
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