I. Composition and standard of salary
The remuneration of external directors mainly includes basic salary, allowance and bonus. Among them, the basic salary is reasonably determined according to the enterprise scale, performance and the qualifications and abilities of external directors; Allowances include transportation, communication and other subsidies, which are paid according to actual needs; Bonuses are assessed and distributed according to the performance of external directors and the overall performance of the enterprise.
Second, the salary adjustment mechanism.
An enterprise shall establish a salary adjustment mechanism for external directors, and regularly evaluate and adjust the salary level according to market changes, enterprise performance and the performance of external directors. At the same time, it is necessary to ensure that the salary adjustment process is open and transparent to avoid unreasonable or unfair phenomena.
Third, salary payment and supervision.
The enterprise shall pay the remuneration of external directors in time according to the agreed time, establish and improve the supervision mechanism of remuneration payment, and ensure the accuracy and compliance of remuneration payment. At the same time, it is necessary to strengthen the supervision and assessment of external directors' performance, closely link salary with performance, and encourage external directors to perform their duties better.
Fourth, information disclosure and transparency.
Enterprises should regularly report the remuneration of external directors to the shareholders' meeting or the board of directors, including the composition, standards and adjustment mechanism of remuneration, so as to ensure the timeliness and accuracy of information disclosure. In addition, enterprises should also strengthen communication with the public to improve the transparency and credibility of salary management.
To sum up, the Measures for the Administration of External Directors' Remuneration aims to standardize the management of external directors' remuneration, ensure that the remuneration level is fair, reasonable and transparent, and encourage external directors to perform their duties better. Enterprises should establish perfect management measures and regulations in terms of salary composition and standards, salary adjustment mechanism, salary payment and supervision, information disclosure and transparency, etc., so as to improve the scientificity and effectiveness of salary management.
Legal basis:
Company Law of the People's Republic of China
Article 46 provides that:
The board of directors is responsible to the shareholders' meeting and exercises the following powers: to decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager.
Guidelines on Corporate Governance of Listed Companies
Article 50 provides that:
Listed companies should establish fair and transparent performance evaluation standards and procedures for directors and board of directors. The evaluation and reward system of the board of directors should be linked to the company's objectives, performance and personal responsibility, and should not be linked to the company's short-term performance.