ADASPACE Technology Co., Ltd. has released the Terms of Reference for its newly formalised Remuneration Committee, detailing governance enhancements around director and senior-management pay structures.
The Committee’s mandate centres on recommending remuneration policies and packages for the Board and senior executives, approving incentive and share-based schemes in line with Hong Kong Listing Rules Chapter 17, and ensuring a transparent, performance-linked compensation framework.
Key structural points include: • Composition: A majority of members must be independent non-executive directors (INEDs); the Committee chair is required to be an INED. • Meetings: At least one meeting per year, with a minimum quorum of two members; seven days’ notice for regular meetings and majority voting with a casting vote for the chair. • Authority & Access: Full access to management, the right to obtain external professional advice at the Company’s expense, and responsibility to report decisions to the Board. • Duties: Review and recommend remuneration levels, benefits-in-kind, pension rights and termination terms; ensure no Director participates in decisions on his/her own pay; assess compensation against corporate goals, market benchmarks and retention needs; oversee matters related to share schemes; and advise shareholders on Director service contracts requiring approval. • Transparency: Minutes will be circulated to all Board members, and the Committee Chair (or delegate) will address remuneration matters at the annual general meeting.
The adoption of these formalised guidelines is intended to enhance ADASPACE Technology’s corporate governance, aligning remuneration practices with shareholder interests and regulatory standards.
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