On 18 May 2026, Lung Fung Group Holdings Limited approved updated Terms of Reference for its Nomination Committee, formalising the committee’s structure, authority and responsibilities to strengthen corporate governance.
Key points:
• Membership Structure – The Nomination Committee will consist of 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 the company’s diversity commitment. – The Board chairman or an INED will chair the committee. Quorum is set at two members, excluding any member with a declared conflict of interest.
• Meeting Frequency and Procedures – The committee will convene at least once per financial year, with a minimum of 14 days’ notice for regular sessions. – Members receive full agendas and papers at least three days before each meeting. – The Company Secretary serves as secretary; minutes are circulated promptly and remain open for inspection by any director.
• Key Responsibilities – Annual review of the Board’s structure, size and skill mix, including maintenance of a board skills matrix. – Identification and recommendation of qualified director candidates in line with the company’s Board Diversity Policy. – Assessment of INED independence and evaluation of directors’ time commitment and contributions. – Oversight of succession planning for the chairman and chief executive officer, as well as monitoring and periodic review of the Board Diversity Policy. – Support for regular Board performance evaluations and reporting findings to the full Board.
• Authority – Empowered to obtain independent professional advice at the company’s expense, delegate tasks to sub-committees, and adopt nomination policies and procedures. – All actions must comply with the company’s Memorandum and Articles of Association, applicable laws and Hong Kong Listing Rules.
• Transparency and Accountability – The committee chair (or delegate) will attend the company’s annual general meeting to address shareholder queries. – The Terms of Reference will be posted on both the Hong Kong Stock Exchange and company websites. – Periodic reviews will ensure the Terms remain aligned with regulatory standards and best governance practices.
The adoption of these updated Terms of Reference codifies Lung Fung Group’s commitment to rigorous director nomination processes, board diversity and continuous governance improvement.
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