MEIG (03268) recently issued a detailed Terms of Reference for the Remuneration and Appraisal Committee of its Board, effective upon the listing of its H shares. The document aims to formalize and enhance the company’s system for evaluating and compensating directors and senior management members.
According to the announcement, the committee comprises three directors, at least two of whom must be independent. Its core responsibilities include formulating performance assessment criteria, establishing appraisal procedures, reviewing remuneration policies for directors and senior management, and making recommendations on matters such as benefits in kind and compensation for loss or termination of office. The committee is also tasked with overseeing relevant appraisal processes, ensuring confidentiality of meeting discussions, and maintaining proper records.
The Terms of Reference specify that the committee shall meet at least once a year, with meetings considered valid only when more than two-thirds of the members are present and chaired by an independent director. The committee may invite directors, senior management, and heads of relevant departments to attend meetings for better decision-making. The document also underscores the importance of compliance with laws, administrative regulations, and the company’s Articles of Association, clarifying that if any conflicts arise, relevant prevailing regulations take priority.
The new Terms of Reference will become effective on the date of the H-share listing, and any subsequent revisions will require approval by the Board to ensure alignment with updated regulatory requirements.
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