FS.COM Limited (stock code: 03355) has released the Terms of Reference for its newly established Remuneration Committee, setting out a comprehensive framework for overseeing the appraisal and compensation of directors and senior management.

The Committee is structured to comprise three board directors, with independent non-executive directors (INEDs) holding the majority. An INED will serve as Committee Chair and preside over meetings. Members are appointed by the Board for a term concurrent with that of the Board, and may be re-elected upon expiry.

Key responsibilities include: • Formulating and reviewing remuneration policies for directors and senior management, benchmarked against regional and industry peers. • Conducting annual performance appraisals, determining pay packages, and recommending reward or penalty schemes based on performance outcomes. • Approving or recommending individual remuneration packages—covering salary, non-pecuniary benefits, pensions, and termination compensation—and ensuring no director or associate takes part in decisions on his or her own pay. • Evaluating compensation arrangements for loss of office or dismissal to confirm alignment with contractual terms and reasonableness. • Overseeing matters related to share incentive schemes in line with Chapter 17 of the Hong Kong Stock Exchange Listing Rules.

Operational guidelines specify that the Committee must meet at least once a year, with notices issued five days in advance; resolutions require a simple majority with a quorum of two-thirds of members. The Committee can engage external advisers at the company’s expense and must submit meeting resolutions to the Board for deliberation. Minutes will be filed and made available to directors upon request.

The Terms of Reference will take effect upon FS.COM’s H-share listing approval by the China Securities Regulatory Commission (CSRC) and the Hong Kong Stock Exchange. All future amendments remain subject to Board approval and alignment with prevailing laws and listing regulations.