Jinshang Bank Co., Ltd. has released updated “Terms of Reference of the Nomination, Remuneration and HR Committee” aimed at further enhancing corporate governance and aligning practices with the Company Law of the People’s Republic of China, the Commercial Banking Law, the Corporate Governance Guidelines for Banking and Insurance Institutions, and the Hong Kong Listing Rules.
Key elements are as follows:
1. Committee Structure • Composition: Minimum of three directors, with independent non-executive directors forming a majority. Directors nominated by controlling shareholders are excluded, and at least one committee member must be of a different gender. • Tenure: Members serve concurrent terms with the Board and may be re-elected for up to two consecutive terms. • Leadership: The committee is chaired by an independent director responsible for convening meetings and ensuring effective oversight. • Support Units: The Human Resources Department acts as the working body, while the Board Office serves as the secretarial body.
2. Core Responsibilities • Nomination: Formulate criteria and procedures for selecting directors and senior managers, assess candidates’ qualifications, and recommend appointments or re-appointments, including succession planning for key positions such as chairperson and president. • Remuneration: Propose remuneration policy, structure, and packages for directors and senior management; consider peer benchmarks and internal equity; ensure no individual participates in decisions on their own pay. • Performance & Evaluation: Oversee performance appraisals, determine remuneration distribution, and monitor implementation of approved plans. • Governance & Compliance: Assess board composition annually, maintain a board skills matrix, ensure diversity policies are met, and review compensation arrangements related to executive departures or misconduct. • Additional Mandates: Review employee share option schemes and any matters prescribed by applicable laws, regulations, and the Hong Kong Listing Rules.
3. Meeting Protocols • Frequency: At least two regular meetings per year, with extraordinary meetings convened within five business days upon request by the chairperson, board chair, president, or two committee members. • Quorum & Voting: More than half of members constitute a quorum; resolutions require a simple majority of attending members without material interest conflicts. • Documentation: Minutes must capture attendance, agenda items, deliberations, and voting outcomes, and are filed by the Board Office.
4. Oversight & Accountability • Reporting: The committee reports directly to the Board and can engage external advisors with Board approval; associated costs are borne by the bank. • Liability: Members are accountable for decisions causing significant loss unless dissenting views are formally recorded.
The revised terms become effective upon approval by a majority of Jinshang Bank’s directors and supersede the previous version. Any future conflicts with laws, regulations, or the bank’s Articles will prompt timely amendments, with the Board retaining interpretative authority over the document.