Zylox-Tonbridge Medical Technology Co., Ltd. (ZYLOXTB, 02190) released the full Terms of Reference for its Remuneration Committee, detailing composition requirements, meeting procedures and delegated authorities.
Key structural provisions • Membership must comprise at least three directors, with independent non-executive directors (INEDs) forming the majority. • Any director leaving the board automatically vacates the committee seat, and the board will fill the vacancy in line with the minimum-three rule. • The committee chairman must be an INED, while the company secretary acts as secretary to the committee.
Meeting framework • Quorum: two-thirds of all members, including at least one INED. • Frequency: a minimum of one regular meeting each year; additional meetings can be convened as required. • Resolutions are passed by majority vote; unanimous written resolutions are permitted. • Attendance can be in person or via electronic means, and external advisors may be invited when specialist input is needed.
Mandate and authorities • Empowered to set or recommend remuneration policy for executive directors and senior management, ensuring no individual takes part in decisions on his or her own pay. • Authorized to review and approve service contracts, compensation for loss or termination of office, and dismissal arrangements for misconduct. • May benchmark against comparable companies and consider time commitment, responsibilities and employment conditions within the Group. • Granted unrestricted access to information, management and external professional advice to discharge its duties.
Reporting and disclosure • The committee reports directly to the board and must keep detailed minutes, which are open for director inspection. • Senior management remuneration will be disclosed by band in the company’s annual reports. • An annual self-assessment of committee effectiveness and adequacy of the terms of reference is required, with any recommended changes submitted to the board.
The updated document aligns the committee’s responsibilities with Hong Kong Listing Rules, Appendix C1 Corporate Governance Code and Chapter 17 share-scheme requirements, reinforcing transparency and governance in ZYLOXTB’s remuneration practices.