TIDMAIRC
RNS Number : 5249R
Air China Ld
27 October 2023
Air China Limited
Working Rules of the Remuneration and Appraisal Committee of the
Board of Directors
(Formulated in 2023)
Chapter 1 General Principles
Article 1 In order to further develop and improve the
remuneration and appraisal management system for the directors and
senior management members of Air China Limited (the "Company") and
to optimize the corporate governance structure of the Company, the
Remuneration and Appraisal Committee (the "Committee") of the Board
of Directors (the "Board") is established and these working rules
(the "Working Rules") are made in accordance with the Company Law
of the People's Republic of China with reference to the Code of
Corporate Governance for Listed Companies issued by China
Securities Regulatory Commission, the listing regulatory rules of
the jurisdictions in which the shares of the Company are listed
such as the Rules Governing the Listing of Stocks on Shanghai Stock
Exchange and the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, the Articles of Association of
Air China Limited (the "AOA") and other relevant rules and
regulations.
Article 2 As a dedicated committee established by the Board in
accordance with the shareholders' resolution in a general meeting
of the Company, the Committee is accountable to the Board, and
provides advice and recommendations for the decision-making of the
Board. The Committee is mainly responsible for formulating the
criteria for appraising the performance of directors and senior
management members of the Company in accordance with the operation
and management needs of the Company and carrying out the
appraisals; formulating and examining the Company's remuneration
policies and plans for directors and senior management members, as
well as other matters authorised by the laws and regulations, the
AOA and the Board.
Chapter 2 Composition
Article 3 The Committee shall consist of three to five
directors, the majority of whom shall be independent non-executive
directors.
Article 4 The members of the Committee shall be appointed by the
Board upon nomination by the chairman of the Board, more than half
of the independent non-executive directors, or more than one- third
of all the directors.
Article 5 The Committee shall have one chairman (the
"Chairman"), who shall be an independent non-executive director
elected by and among the Committee members. The Chairman shall
preside over the work of the Committee.
Article 6 The members of the Committee shall have a term equal
to the term of a director of the Company and may be re-elected upon
expiration of such term. Any member of the Committee shall
automatically lose his or her membership at the Committee if he or
she ceases to be a director of the Company. The vacancy shall be
filled by the Board in accordance with Articles 3 to 5 herein.
Chapter 3 Powers and Responsibilities
Article 7 The Committee shall have the powers and authorities
to:
(1) make recommendations to the Board on the Company's
remuneration policy and structure for all directors and senior
management members and on the establishment of a formal and
transparent procedure for developing the remuneration policy of the
Company, and supervise the implementation of the remuneration
policy of the Company;
(2) review and approve the proposals for the remuneration of the
Company's management with reference to the corporate goals and
objectives formulated by the Board;
(3) make recommendations to the Board on the remuneration
packages of the directors and senior management members of the
Company (including benefits in kind, pension rights and
compensation payable for loss or termination of their office or
appointment (if any)) having regards to salaries paid by companies
in the same industry, time commitment and responsibilities, as well
as employment conditions of other positions in the Company and its
subsidiaries;
(4) review and approve compensation payable to executive
directors and senior management of the Company for loss or
termination of their office or appointment to ensure that it is
consistent with contractual terms and is otherwise fair and
reasonable;
(5) review and approve compensation arrangements relating to
dismissal or removal of directors for misconduct to ensure that
such arrangements are consistent with contractual terms and are
otherwise fair and appropriate;
(6) review the performance of duties of the directors and senior
management members, organize and carry out the business performance
appraisal of the members of the management, and make
recommendations to the Board in respect of the appraisal results
and remuneration payment proposals;
(7) review matters relating to share schemes based on domestic
and overseas regulatory requirements, including but not limited to
reviewing the Company's share incentive scheme proposal, verifying
the conditions of granting and exercising during the implementation
of the Company's share incentive scheme, and reporting to the Board
for its consideration;
(8) address other matters authorised by the Board.
Article 8 Remuneration plans for directors proposed by the
Committee, after being approved by the Board, shall be submitted to
the general meeting of shareholders of the Company for approval
before they can be implemented. The remuneration distribution
proposal for senior management members of the Company shall be
submitted to the Board for approval.
Article 9 The Committee shall be accountable to the Board and
resolutions adopted by the Committee shall be submitted to the
Board for its consideration. The Board has the right to veto any
remuneration plan or proposal that prejudices the interests of the
shareholders.
Article 10 If the Board has not adopted or fully adopted the
recommendations of the Committee, it shall state the opinions of
the Committee and the specific reasons for not adopting in the
resolutions of the Board, and disclose such matter.
Chapter 4 Procedural Rules
Article 11 The Committee shall convene a meeting in accordance
with the practical needs of the Company. The meeting shall be
convened and chaired by the Chairman, or if the Chairman is unable
to attend the meeting, by an independent non-executive director
member delegated by the Chairman.
Article 12 The meeting notice shall be issued 5 days before the
date of meeting, and the aforesaid advance notice period may be
waived by the unanimous consent of all Committee members. Meeting
papers shall be sent 3 days before the date of meeting.
Article 13 The quorum of a meeting of the Committee shall be
two-thirds of all Committee members. Each member present shall have
one vote. The resolution of the meeting must be passed by more than
half of all the members before such resolution becomes
effective.
Article 14 The Committee's meetings may be held in the form of,
including but not limited to, physical meetings, teleconference
such as video meetings and conference call meetings, combination of
physical meeting and teleconference, or by way of written
resolutions. The Committee members should attend the meetings in
person and express whether they vote in favor of, against or
abstain from voting for the matters to be decided in such meetings.
Should any Committee member be unable to attend the meeting in
person, he or she may deliver a proxy letter in writing duly signed
by such Committee member, appointing another Committee member to
attend the meeting and to express opinions on his or her behalf.
The proxy letter should clearly state the extent of authorization
and its time limit. An independent non-executive director member
who cannot attend in person shall authorize another independent
non-executive director member to attend on his or her behalf.
Article 15 The Committee may, if necessary, invite directors,
supervisors and senior management members of the Company to attend
its meetings.
Article 16 The Committee shall establish a joint working group,
comprising the senior management of the Company and/or the person
in charge of the relevant functional departments, to provide
support to the Committee. The Committee may, if necessary, engage
experts or intermediary institutions to provide professional
opinions in its decision-making process and any reasonable cost
arising therefrom shall be borne by the Company.
Article 17 A Committee member shall abstain from considering any
matter in which he or she has a personal interest in a Committee
meeting.
Article 18 The procedures for holding meetings, the methods of
voting and any resolution adopted at the meetings by the Committee
shall comply with the relevant laws and regulations, the AOA and
the Working Rules.
Article 19 The Committee shall prepare minutes of its meetings,
which shall be signed by the Committee members who have attended
the meeting and shall be kept by the office of the Board.
Article 20 The resolutions passed by, and the results of voting
conducted at, the Committee meetings shall be reported in writing
to the Board.
Article 21 The members attending a Committee meeting shall keep
any matter discussed at the meeting confidential and shall not
disclose any related information unless authorised.
Chapter 5 Supplementary Provisions
Article 22 The Working Rules are formulated by the Board and
shall come into effect upon approval of the Board.
Article 23 In case of any matters not provided herein or
conflicts with the provisions of the laws, administrative
regulations, other relevant regulatory documents or the AOA
promulgated after the Working Rules come into effect, such
provisions of the laws, administrative regulations, other relevant
regulatory documents or the AOA shall prevail.
Article 24 The Board reserves the rights to amend and interpret
the Working Rules.
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END
STRUBAORORURURA
(END) Dow Jones Newswires
October 27, 2023 02:00 ET (06:00 GMT)
Air China Ld (LSE:AIRC)
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Air China Ld (LSE:AIRC)
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