Medcaptain Medical Technology Co., Ltd. (MEDCAPTAIN) released the Terms of Reference for its newly established Remuneration and Appraisal Committee, formalising the group’s framework for evaluating and compensating directors and senior management.
The committee—created in line with the PRC Company Law, the Hong Kong Listing Rules and the company’s Articles of Association—will operate as a specialised body under the Board. It must comprise at least three directors, with a majority of independent non-executive directors; the chair will also be an independent non-executive director.
Key responsibilities include: • Recommending policies on remuneration structure, levels and evaluation standards for directors and senior executives, benchmarked against comparable companies and aligned with corporate objectives. • Conducting annual and term-based performance appraisals for directors and senior management, then proposing corresponding remuneration and incentive plans. • Reviewing and approving management remuneration proposals, service contracts, compensation for loss or termination of office, and any dismissal-related payments to ensure fairness and adherence to contractual terms. • Overseeing employees’ broader income distribution, benefits and major reward-and-punishment systems. • Supervising formulation and revisions of equity incentive or employee stock ownership plans, including grants, vesting conditions and shareholding arrangements for potential subsidiary spin-offs. • Ensuring that no director is involved in deciding his or her own remuneration.
The committee will meet at least once annually, with ad-hoc meetings permissible on three days’ notice (or shorter in emergencies). Resolutions require a two-thirds member quorum and a majority vote. Detailed minutes will be retained for ten years, and the committee will report its decisions and recommendations to the Board.
Remuneration plans for directors will require Board consent and subsequent shareholder approval, while packages for senior management will be subject to Board ratification. The company commits to disclosing director remuneration policies and senior management pay bands in its annual report.
The Terms of Reference take effect from the date MEDCAPTAIN’s H-shares commence trading on the Hong Kong Stock Exchange’s Main Board, scheduled for September 2026.
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