Shandong Extreme Vision Technology Co., Ltd. (Extreme Vision) released the Terms of Reference for its Board-level Remuneration and Appraisal Committee, detailing composition, authority and operating rules to strengthen corporate governance ahead of the company’s planned H-share listing in Hong Kong.
Key structural provisions • The committee will comprise three directors, with an independent non-executive director (INED) acting as chair; INEDs must form the majority of members. • Members are nominated by the Board chair, a majority of INEDs or one-third of all directors, and are appointed by the full Board. • Tenure aligns with each director’s Board term. Vacancies arising from resignation or loss of independence will be filled under the same nomination and approval process.
Principal responsibilities • Formulate remuneration policy and appraisal criteria for directors and senior management, ensuring a transparent process. • Recommend individual remuneration packages—including salaries, bonuses, pensions, share options and termination compensation—to the Board. • Review management’s remuneration proposals against Board-approved corporate objectives. • Oversee annual performance assessments for executive directors and senior management and monitor execution of the company’s remuneration policies. • Approve compensation related to loss or termination of office and oversee any share-based incentive schemes under Chapter 17 of the Hong Kong Listing Rules. • Ensure no director participates in determining his or her own remuneration and consult external advisers at the company’s expense when necessary.
Meeting and voting framework • At least one meeting is required each year; extraordinary meetings can be convened by the chair or a majority of members. • A quorum requires two-thirds attendance; resolutions pass with a simple majority. Directors, supervisors or executives may be invited to attend, but conflicted members must abstain from discussions affecting their own remuneration. • Minutes are kept by the Board secretary, and written reports of resolutions are submitted to the full Board.
Disclosure and effectiveness • The committee’s mandate will be posted on both the Hong Kong Stock Exchange and company websites. • Extreme Vision will disclose director remuneration policy and senior-management remuneration bands in its annual report in accordance with Hong Kong Listing Rules. • The terms take effect on the date the company’s H shares are listed on the Hong Kong Stock Exchange.
The Board retains the right to interpret and amend these terms, while any inconsistencies with prevailing laws or listing regulations will default to the stricter external requirements.
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