Jiangsu New Vision Automotive Electronics Co., Ltd. (NEW VISION) has published the “Rules of Procedure for the Remuneration Committee of the Board”, detailing a strengthened framework for director and senior management pay governance ahead of its planned H-share listing on the Hong Kong Stock Exchange.
Key highlights are as follows:
1. Establishment and Mandate • A Board-level Remuneration Committee is instituted to design, review and recommend remuneration policies and performance assessments for directors and senior executives. • The committee is directly accountable to the Board and must operate under a formal, transparent process aligned with PRC Company Law and Hong Kong Listing Rules.
2. Committee Composition • Minimum three directors, with independent non-executive directors (INEDs) forming a majority. • The committee chair must be an INED, elected by the Board upon nomination by committee members. • Members serve concurrent terms with their directorships and may be re-elected.
3. Core Responsibilities • Recommend overall remuneration structure and specific pay packages—including salaries, incentives, pension rights and exit compensation—for executive directors and senior management. • Review and approve management’s remuneration proposals against corporate goals, peer benchmarks and internal conditions. • Ensure no director—or their associates—participates in decisions on his or her own compensation. • Oversee annual performance evaluations and approve any compensation related to dismissal or misconduct. • Review and/or approve matters related to share schemes under Chapter 17 of the Hong Kong Listing Rules.
4. Procedural Safeguards • At least two regular meetings per year; extraordinary meetings can be convened by the chair or two committee members. • A quorum of two-thirds of members is required; resolutions pass with a simple majority. • Members must disclose conflicts of interest and, where material, abstain from voting. • Full minutes are to be kept by the Board secretary and made available to directors.
5. Effective Date and Amendments • The Rules take effect upon NEW VISION’s initial public offering and listing of its H shares in Hong Kong. • Future amendments require Board approval and must align with prevailing laws, regulations and listing requirements.
The company will provide necessary resources for the Remuneration Committee’s operation and make the committee’s terms of reference publicly available, underscoring NEW VISION’s commitment to robust governance and transparent remuneration practices.
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