Hang Lung Properties Limited published an amended and restated Terms of Reference for its Nomination and Remuneration Committee, with the revisions taking effect on 30 April 2026.
Key points of the updated charter:
1. Committee Composition and Governance • Established on 24 June 2003, the committee will continue to comprise a majority of Independent Non-Executive Directors (INEDs), and its chair must be an INED. • A board-nominated secretary will circulate meeting minutes to all committee members. • The quorum remains at two members, and meetings will be held at least once per year.
2. Expanded Role of the Board Chair • The Board Chair may attend committee meetings when his or her input is deemed useful. • The Board Chair will also brief the committee on significant, group-wide changes to salary structures and terms affecting executive directors and senior management.
3. Advisory Authority • The committee retains authority to seek independent professional advice—both internal and external—whenever necessary.
4. Core Duties Board Structure and Diversity • Annual review of board structure, size and diversity—including gender, age, cultural background, ethnicity, professional experience, skills and tenure—and recommendation of any changes to support corporate strategy. • Identification and assessment of board candidates, taking into account objective criteria and the benefits of diversity. • Evaluation of INED independence and oversight of succession planning for key leadership roles, notably the Board Chair and Chief Executive Officer.
Remuneration Oversight • Regular review of the company’s remuneration policy and structure for directors and senior management, ensuring a formal and transparent process. • Determination—or recommendation to the board—of executive remuneration packages, including benefits in kind, pensions and any payments for loss or termination of office. • Recommendations on non-executive director remuneration, with comparisons to peer companies, internal conditions and time commitments. • Approval of compensation linked to termination, dismissal or misconduct to ensure contractual compliance and fairness. • Assurance that no individual director or associate participates in decisions about their own pay.
Regulatory Compliance and Reporting • Responsibility for fulfilling disclosure requirements under the Hong Kong Companies Ordinance and the Listing Rules, including matters related to share schemes under Chapter 17. • Obligation to report decisions and recommendations to the full board, subject to legal or regulatory restrictions.
5. Formalised Nomination Policy • Provisions governing board structure review, candidate selection and succession planning constitute the company’s official Nomination Policy.
The updated charter reinforces Hang Lung Properties’ commitment to transparent governance, robust board diversity and prudent remuneration practices ahead of the 2026 effective date.
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