Lufax Holding Ltd (the “Company”) has approved an amended and restated Charter for its Nomination and Remuneration Board Committee, effective March 31, 2023, upon the Company’s listing on the Hong Kong Stock Exchange. The new Charter clarifies the Committee’s responsibilities in candidate selection for director and executive roles, as well as oversight on compensation practices.
The Charter specifies that the Committee is to consist of three or more directors, with a majority being independent non-executive directors and an independent non-executive director serving as the chairperson. The Committee is required to meet at least twice a year and is tasked with identifying board and executive officer candidates who meet criteria such as experience, skills, diversity, and integrity.
Additionally, the Charter outlines the Committee’s role in reviewing board composition, assessing director independence, and recommending board and committee appointments. It also sets guidelines for regularly reviewing key governance procedures and ensuring compliance with relevant New York Stock Exchange and Hong Kong Stock Exchange requirements.
Regarding compensation oversight, the Committee is authorized to evaluate and approve executive remuneration, including that of the chief executive officer, in line with the Company’s goals and objectives. The Charter also empowers the Committee to review and refine general employee benefit plans, incentive pay, and equity-based programs, subject to applicable regulatory standards. The Committee may engage external advisors as needed, with all costs borne by the Company.
The Committee is further mandated to conduct an annual self-evaluation examining the adequacy of the Charter and the effectiveness of its duties. Lufax Holding Ltd states that these measures aim to strengthen governance and align executive and board governance practices with international standards.
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