Ping An Insurance (Group) Company of China, Ltd. released a comprehensive revision of the Terms of Reference and Modus Operandi for its Board-level Nomination and Remuneration Committee, clarifying composition, authority and procedural requirements.
The Committee must comprise at least three independent non-executive directors, with one member required to demonstrate proven expertise in talent identification and remuneration management. Both the Committee chair and members are elected by the Board and serve concurrent terms with the Board.
Key responsibilities include: • Nomination for Appointment: recommending optimal Board size and skills mix, overseeing director and senior management selection, assessing director independence and monitoring ongoing eligibility. • Remuneration Review: formulating policies on directors’ and senior management pay, approving compensation proposals, determining remuneration packages for executive leadership, and ensuring no director participates in decisions on his or her own pay. The Committee also reviews performance-based pay recovery and equity incentive plans under Hong Kong Listing Rules Chapter 17. • Performance Evaluation & Appraisal: participating in annual performance assessments and advising on appraisal criteria. • Operation Supervision: reviewing remuneration-related regulatory reports and evaluating the Committee’s own effectiveness.
The Committee may request any company information required, consult external advisers at the company’s expense and seek input from the Group’s Strategic Development Advisory Committee on major matters. Meetings are held at least once a year with a seven-day advance notice for regular sessions; extraordinary meetings may be convened on shorter notice when necessary. Resolutions pass by simple majority, minutes are kept permanently by the Committee secretary and all attendees are bound by confidentiality.
These measures aim to strengthen Ping An Insurance’s governance rigor through clearer accountability, transparent remuneration oversight and structured succession planning.