GUANGDONG TIANYU SEMICONDUCTOR CO., LTD. has released its Remuneration Committee Terms of Reference, detailing the guidelines for establishing and operating a specialised Board committee to oversee remuneration policy. The Terms of Reference specify that the Remuneration Committee will consist of at least three directors, with a majority serving as independent non-executive directors. A chairperson, who must be an independent non-executive director, will preside over committee operations.
Under these guidelines, the Remuneration Committee is responsible for formulating and reviewing the remuneration structure and performance appraisal criteria for directors, supervisors, and senior management. It also oversees compensation policies by assessing key financial indicators, evaluating job performance, and reviewing incentive plans and other benefits. The document sets out clear procedures for convening committee meetings, including the minimum quorum required and the necessity of abstention when a member’s own remuneration is under discussion.
The Terms of Reference emphasize transparency in appraisal processes and compliance with the legal and regulatory framework, including provisions in the Hong Kong Listing Rules. Following approval by the Board, these guidelines will come into force on the date the company’s shares are officially listed for public trading in Hong Kong. The document also clarifies that if any Terms of Reference conflict with external regulations or the Articles of Association, those regulations will prevail.
Comments