Chow Tai Fook Jewellery Group Limited has released a revised Terms of Reference for its Board-level Nomination Committee, originally established on 17 November 2011 and updated in March 2026. Key points are as follows:
1. Expanded Committee Structure • Membership must include a minimum of three directors, with a majority being independent non-executive directors and at least one member of a different gender. • A quorum requires two members, at least one of whom must be an independent non-executive director. • The committee chair will be either an independent non-executive director or the Board chairman.
2. Defined Meeting and Reporting Protocols • The committee will meet at least once annually; agendas and materials are to be circulated no fewer than three days in advance. • Full meeting minutes must be recorded and made available to any director upon request, with draft and final versions distributed promptly to all committee members. • The committee chair, or a delegate, is required to attend annual general meetings to address shareholder queries on nomination matters.
3. Authority and Resources • Empowered to investigate any matters within its remit, the committee can request information from employees, engage external advisers at the Company’s expense and determine selection criteria for such advisers. • Sufficient resources will be provided by the Group to ensure effective execution of duties.
4. Core Responsibilities • Annual review of Board composition, size, skills mix and diversity to align with corporate strategy; maintenance of a Board skills matrix. • Development, periodic review and public disclosure of a transparent nomination policy, ensuring a broad search beyond existing Board networks and adherence to the Group’s diversity policy. • Identification and recommendation of director candidates, oversight of appointments, re-appointments and succession planning—particularly for the chairman and managing director. • Ongoing assessment of independent non-executive directors’ independence, directors’ time commitments and contributions, and monitoring of training and development for directors and senior management. • Consultation with committee chairs when appointing members to the audit and remuneration committees.
5. Governance and Evaluation • The committee will issue an annual statement in the Company’s report detailing activities, appointment processes and use of external advisers. • It will conduct an annual self-evaluation of performance, terms of reference, membership and the Board diversity policy, proposing enhancements to the Board where necessary.
By formalising these provisions, Chow Tai Fook reinforces its commitment to transparent, merit-based director selection and sustained Board diversity, aligning governance practices with evolving regulatory standards and the Group’s strategic objectives.
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