Wing Lee Property Investments Limited has released amended Terms of Reference for its Remuneration Committee, originally adopted on 6 February 2013 and now updated on 21 August 2026. Key revisions and clarifications focus on membership structure, meeting procedures, and expanded responsibilities aligned with Appendix C1 of the Hong Kong Listing Rules.
• Committee Composition – Members are appointed by the Board, and a majority must be independent non-executive directors (INEDs). – The committee chairman must also be an INED.
• Meeting Framework – Quorum requires any two members, with at least one INED. – At least one regular meeting is mandated each year, with additional sessions as needed. – Notices of 14 days are required for regular meetings, and supporting papers must be distributed a minimum of three days in advance.
• Governance and Resources – The company secretary acts as committee secretary; minutes are circulated promptly and retained for Board inspection. – The committee has authority to pass written resolutions and to seek independent professional advice at the Company’s expense.
• Core Duties – Recommend overall remuneration policy and structure for directors and senior management, ensuring transparency and alignment with corporate goals. – Determine or recommend individual remuneration packages, including benefits, pensions, and termination compensation, with reference to peer benchmarks and group employment conditions. – Review and approve compensation related to dismissal or misconduct, ensuring fairness and contractual consistency. – Oversee share-based incentive matters under Chapter 17 of the Listing Rules. – Ensure no director or associate participates in decisions regarding their own remuneration.
• Reporting & Accountability – The committee reports its decisions or recommendations to the Board, subject to regulatory constraints. – The chairman, or a delegated member, will attend the Company’s Annual General Meeting to address shareholder queries regarding remuneration oversight.
The updated charter aims to enhance corporate governance by reinforcing independent oversight, formalising procedural safeguards, and aligning remuneration practices with market standards and regulatory requirements.