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(Incorporated in Bermuda with limited liability)
(the "Company") (Stock Code: 155)
Terms of Reference of the Remuneration CommitteeAdopted by the Board of Directors of the Company (the "Board") on 30 March 2012
1. Membership
1.1 The members of the Remuneration Committee (the
"Member(s)") shall be appointed by
the board of Directors of the Company from time to time.
1.2 The majority of the Members shall be independent
non-executive Directors.
1.3 The Remuneration Committee shall consist of not less than
two Members.
1.4 The Remuneration Committee shall be chaired by an
independent non-executive director.
2.1 The Company Secretary shall serve as the secretary of the Remuneration Committee.
3. Meetings
3.1 The Remuneration Committee may be convened by any Member
or by the secretary of the Remuneration Committee on the
request of a Member. Notice may be given in writing or by
telephone or by facsimile or electronic transmission or other
similar means or in such other manner as the Remuneration
Committee may from time to time determine.
3.2 The quorum of the Remuneration Committee shall be any two
Members.
3.3 Meetings can be held in person, by telephone or by video
conference. Members may participate in a meeting by means of
a conference telephone or similar communication equipment by
means of which all persons participating in the meeting are
capable of hearing each other.
3.4 Resolutions of the Remuneration Committee at any meetings
shall be passed by a simple majority of votes of the Members
present.
3.5 A resolution in writing signed by all the Members shall
be as valid and effectual as if it had been passed at a
meeting of the Remuneration Committee duly convened and
held.
3.6 Other than that stated herein, all provisions of law and
of the Company's Bye-laws relating to proceedings of the
Board shall apply mutatis mutandis to proceedings of the
Remuneration Committee.
3.7 The secretary of the Remuneration Committee shall
circulate the full minutes of meetings of the Remuneration
Committee to all Members in draft for comments as soon as
reasonably practicable. Final versions of minutes shall be
prepared and sent to all Members and the Board as soon as
practicable.
4.1 At the invitation of the Remuneration Committee, other
members of the Board and any other persons may be invited to
attend all or part of any meetings.
4.2 Only Members are entitled to vote at the meetings.
5.1 The Remuneration Committee is authorised by the Board to
seek any remuneration related information it requires from
senior management of the Company in order to perform its
duties.
5.2 The Remuneration Committee is authorised by the Board to
obtain independent legal or other professional advice if
considered necessary to perform its duties at the expense of
the Company.
5.3 The Remuneration Committee shall be provided with
sufficient resources to perform its duties.
The Remuneration Committee shall have the following
responsibilities and powers:
6.1 to make recommendations to the Board on the Company's
policy and structure for all Directors' and senior management
remuneration and on the establishment of a formal and
transparent procedure for developing remuneration policy;
6.2 to review and approve the management's remuneration
proposals with reference to the
Board's corporate goals and objectives;
6.3 to determine, with delegated responsibility, the
remuneration packages of individual executive directors and
senior management; or to make recommendations to the board on
the remuneration packages of individual executive directors
and senior management. This should include benefits in kind,
pension rights and compensation payments, including any
compensation payable for loss or termination of their office
or appointment;
6.4 to make recommendations to the Board on the remuneration
of non-executive directors;
6.5 to consider salaries paid by comparative companies, time
commitment and responsibilities and employment conditions
elsewhere in the group;
6.6 to review and approve compensation payable to executive
Directors and senior management for any loss or termination
of office or appointment to ensure that it is consistent with
contractual terms and is otherwise fair and not
excessive;
6.7 to review and approve compensation arrangements relating
to dismissal or removal of Directors for misconduct to ensure
that they are consistent with contractual terms and are
otherwise reasonable and appropriate;
6.8 to ensure that no Director or any of his associates is
involved in deciding his own remuneration; and
6.9 to consult the Chairman of the Board and/or the Managing
Director about their proposals relating to the remuneration
of the other executive Directors.
7.1 The Remuneration Committee shall report to the Board after each meeting. Hong Kong, 30 March 2012
* For identification purposes only
distributed by | This press release was issued by China Solar Energy Holdings Limited and was initially posted at http://www.chinasolar-energy.com/images/stories/pdf/announcements/E-Terms of reference of the Remune ration Committee 30.3.2012.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-02 03:40:25 AM. The issuer is solely responsible for the accuracy of the information contained therein. |