HJ Science Announces Comprehensive Terms of Reference for Remuneration and Appraisal Committee

HJ Science has formally released the Terms of Reference for its newly established Remuneration and Appraisal Committee, clarifying governance structure, meeting protocols and decision-making authority.

The Board-appointed committee will comprise at least three members, with independent non-executive directors constituting the majority and holding the chair. Each member’s term will align with individual Board tenure.

Key operational rules include: • Meeting frequency of no less than once per year, with a quorum of more than half of the members and resolutions passed by a simple majority. • A minimum 14-day notice period for meetings, unless unanimously waived; follow-up sessions within 14 days require no additional notice. • Participation permitted in person or via tele-/videoconference, and written resolutions valid when signed by all members. • Full minutes to be prepared by the committee secretary—normally the company secretary—and circulated to members promptly.

Principal responsibilities encompass: • Recommending overall remuneration policy and structure for directors and senior management, ensuring transparent procedures. • Reviewing management’s performance-linked pay proposals against Board-approved corporate objectives. • Proposing individual packages for executive directors and senior management, covering salary, benefits, pensions and termination terms. • Advising on remuneration for non-executive directors and approving compensation related to termination or dismissal, with safeguards against excessive or non-contractual payouts. • Ensuring directors and their associates do not participate in decisions on their own remuneration. • Overseeing matters connected to share schemes under Chapter 17 of the Hong Kong Listing Rules.

The committee is empowered to: • Consult the Board chairperson and chief executive officer on remuneration proposals. • Request relevant resources and information from senior management. • Obtain independent professional advice at the Company’s expense.

Following each meeting, the committee will report its deliberations and recommendations directly to the Board, reinforcing HJ Science’s commitment to robust governance and transparent remuneration practices.