Anker Innovations Technology Co., Ltd. published revised “Terms of Reference of the Remuneration and Appraisal Committee”, aligning its governance framework with the PRC Company Law, the Code of Corporate Governance for Listed Companies, and Hong Kong Listing Rules (including the Corporate Governance Code and Chapter 17 on share schemes).
Key structural updates • Composition: The Committee will comprise no fewer than three directors, with independent directors forming a majority. • Leadership: The Board will elect the Committee chairperson from among the independent directors; the chair presides over meetings and directs committee operations. • Tenure: Committee members serve concurrent terms with the Board and may be re-elected. Vacancies arising from director departures must be filled within three months to maintain compliance with HK Listing Rule requirements.
Mandate and powers The Committee reports to the Board and is authorised to: 1. Recommend remuneration policies, structures, and transparent procedures for directors and senior management. 2. Review and approve management’s remuneration proposals and determine or recommend individual pay packages for executive directors and senior executives. 3. Advise on compensation for non-executive directors and on payments linked to loss or termination of office, ensuring alignment with contractual terms and reasonableness. 4. Oversee performance appraisal for directors and senior executives, including evaluation of service contracts. 5. Propose and review equity incentive, share option and employee share ownership schemes in line with HKEX Chapter 17 requirements. 6. Ensure no director or associate is involved in deciding his or her own remuneration. 7. Report all resolutions and recommendations to the Board; any divergence by the Board must be explained and disclosed.
Meeting and decision protocol • Convening: Meetings may be called by the Board, the Committee chair, or at least two Committee members. A three-day notice period applies unless all members agree to waive it. • Quorum & Voting: More than half of the members constitute a quorum; resolutions require majority approval. • Format: Sessions may be held in person, via teleconference, video conference, or written resolutions. • Documentation: Detailed minutes must be circulated to members promptly, retained for a minimum of ten years, and made available for Board inspection. • Confidentiality: All attendees must keep discussions confidential; conflicted members must abstain from related deliberations and voting.
Operational support The Board Office coordinates meeting logistics, while company departments supply requisite information. The Committee may engage external advisers at the company’s expense to obtain independent professional opinions.
Implementation timeline The revised Terms take effect from the date Anker Innovations’ H-shares commence trading on The Stock Exchange of Hong Kong Limited.
Impact By formalising these provisions, Anker Innovations enhances Board oversight, strengthens checks and balances on executive pay, and aligns its governance with prevailing regulatory standards in both mainland China and Hong Kong.
Comments