Pharmaron Beijing Co., Ltd. released a document titled “Terms of Reference of the Remuneration and Appraisal Committee of the Board” dated October 20251 in Beijing, the PRC. The document aims to establish and enhance a formal system for assessing and compensating directors (both executive and independent non-executive) and senior management.

According to the document, the Remuneration and Appraisal Committee has five directors, more than half of whom must be independent non-executive directors, with one serving as chairman. The committee’s responsibilities include formulating and revising remuneration policies, reviewing incentive plans such as share incentive schemes, and evaluating overall performance. It is also tasked with issuing recommendations on remuneration packages for directors and senior management, ensuring transparency and consistency with regulations.

The committee will conduct meetings at least once a year to review performance appraisals, discuss compensation matters, and, when necessary, consult independent professional advice. Any remuneration plans for directors require both Board approval and subsequent approval at a shareholders’ general meeting; remuneration for senior management is approved by the Board.

The human resources department supports preparatory work by providing key data, including performance metrics and operational indicators, while the securities affairs department handles meeting logistics. Meeting minutes and related archives must be kept for 10 years. If any committee member resigns or is removed, the Board will promptly elect a replacement to maintain compliance with the terms. All proposals and voting outcomes are reported in writing to the Board, upholding a structured approach to company governance.