Shougang Fushan Resources Group Limited released an amended Terms of Reference for its Remuneration Committee, outlining an enhanced governance structure that will take full effect on 31 December 2025.

Key structural points

• Committee Composition: The committee remains a Board sub-committee, requiring a majority of independent non-executive directors. The chair must also be an independent non-executive director.

• Quorum & Meetings: A minimum of three members forms a quorum, and meetings must be held at least once a year. Resolutions are passed by simple majority; unanimous written resolutions are permitted.

• Attendance & Participation: All directors can attend meetings, although only committee members count toward the quorum. Remote participation via conference telephone or similar technology is allowed.

Authorities granted

• Information Access: The committee may request any remuneration-related information from employees.

• External Advice: It has explicit authorisation to seek independent professional advice and invite external experts when needed.

Core duties clarified

• Remuneration Policy: Recommend overall policy and structure for directors’ and senior management remuneration, ensuring transparency.

• Package Determination: Hold delegated responsibility to set individual packages for executive directors and senior management, encompassing benefits in kind, pensions, and termination payments.

• Oversight of Non-Executive Pay: Provide recommendations to the Board on non-executive directors’ remuneration.

• Comparative Assessment: Consider peer-company salaries, time commitments, responsibilities, and group employment conditions.

• Termination & Misconduct: Review and approve compensation for loss of office or dismissal, ensuring fairness and contractual compliance.

• Share Schemes: Review and approve matters related to employee share incentive plans under Hong Kong Listing Rules Chapter 17.

Reporting & Transparency

• Minutes: Full minutes must be kept and circulated to committee members promptly.

• Board Reporting: The committee will report to the Board regularly and at least annually.

• AGM Engagement: The committee chair (or a delegate) will attend the Annual General Meeting to answer shareholder questions on remuneration matters.

Version history

• Original: 11 December 2009 • Amendments: 1 April 2012, 10 February 2023 • Latest revision effective: 31 December 2025

The updated mandate strengthens oversight of director and senior management pay, reinforcing Shougang Fushan Resources’ commitment to transparent and independent remuneration governance.