Chongqing Iron & Steel Company Limited’s Board has approved a comprehensive set of Work Regulations for its Remuneration and Appraisal Committee, tightening governance over directors’ and senior management’s pay and performance assessment.

Key points:

• Committee Structure: The body will consist of three to six directors, with independent directors forming the majority. An independent director will serve as convener. The committee’s tenure aligns with the Board’s term, and vacancies arising from director departures must be promptly filled.

• Scope of Authority: – Drafts and reviews remuneration policies for directors and senior executives, referencing peer benchmarks, role complexity, and the company’s strategic objectives. – Designs performance-based pay packages in which variable compensation must represent at least 50% of the combined base and performance salary, subject to job responsibilities and risk exposure. – Sets performance appraisal criteria, organises evaluations, and recommends remuneration, share incentive schemes, and employee share ownership plans. – Reviews and approves exit or termination compensation to ensure alignment with contractual terms and fairness. – Monitors implementation of remuneration systems and records any Board decisions that diverge from committee recommendations.

• Procedural Safeguards: – Meetings require two-thirds attendance; resolutions pass by simple majority, with interested members abstaining. – Members may participate via video or teleconference; written proxies are permitted for absences. – All discussions are confidential, and minutes must be retained for at least ten years. – The committee can commission external advisers, subject to conflict-of-interest checks and confidentiality agreements, with fees borne by the company.

• Implementation: Remuneration proposals for directors must be cleared by the Board and submitted to shareholders for approval, while senior management packages require only Board authorisation. The Board retains veto power over any plans deemed contrary to shareholder interests.

The new regulations, effective immediately upon Board approval, align Chongqing Iron & Steel with PRC company law, CSRC norms, and listing rules in Shanghai and Hong Kong, reinforcing transparency and accountability in executive compensation.