Century Ginwa Retail Holdings Limited has released updated Terms of Reference for its Nomination Committee, introducing clearer governance requirements and a stronger emphasis on board diversity and independence.
Key changes and provisions include:
1. Membership Structure • The committee will comprise at least three directors, with a majority being independent non-executive directors (INEDs). • At least one committee member must be of a different gender, reinforcing gender diversity goals. • The Board will appoint the committee chair, who must be either the Board chair or an INED.
2. Quorum and Meetings • A minimum of two members—including at least one INED—constitutes a quorum. • The committee is required to meet at least once annually, with additional meetings convened as necessary.
3. Annual General Meeting Participation • The committee chair, or an appointed delegate, must attend the company’s Annual General Meeting to address shareholder queries related to nomination matters.
4. Core Responsibilities • Conduct an annual review of the Board’s structure, size and skills matrix, recommending adjustments aligned with the company’s strategic direction. • Identify and recommend suitable candidates for directorships, including assessments of independence for INED nominees. • Oversee appointments, re-appointments and succession planning for directors, particularly the chairman and chief executive. • Support regular evaluations of overall Board performance.
5. Authority and Resources • The committee is empowered to access sufficient company resources and, when necessary, obtain independent professional advice at the company’s expense to fulfill its duties.
The revised charter, amended on 26 March 2026, underscores Century Ginwa’s commitment to enhanced corporate governance through structured director selection processes, transparent independence assessments and ongoing board performance evaluations.
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