SG Group Holdings Limited has formalised the Terms of Reference for its newly established Nomination Committee, reinforcing corporate governance in line with Appendix C1 of the Hong Kong Listing Rules.
Key Provisions
1. Committee Constitution and Composition • The Board has constituted a Nomination Committee comprising a minimum of three directors, with the majority required to be independent non-executive directors (INEDs). • At least one committee member must be of a different gender, and the committee chair will be either the Board chairman or an INED. • A quorum of two members is necessary for meetings, which will be held at least once annually, with 14 days’ advance notice unless otherwise agreed.
2. Core Responsibilities • Annual review of the Board’s structure, size and diversity—including skills, knowledge, gender, age, cultural and educational background, and professional experience—to ensure alignment with corporate strategy. • Identification and recommendation of suitably qualified director candidates; maintenance of a Board skills matrix and oversight of succession planning, especially for the chairman and CEO roles. • Ongoing assessment of INED independence, review of non-executive directors’ time commitment, and provision of formal appointment letters outlining expected duties. • Formulation and periodic review of the Board Diversity Policy and Director Nomination Policy, including clear nomination procedures and selection criteria. • Recommendations on committee memberships, re-appointments, continuation in office beyond age 65, and appointments to executive or other offices (excluding chairman and CEO).
3. Authority and Resources • Empowered to obtain any information from directors or senior management, engage external advisers, and secure necessary resources at the Company’s expense. • Responsible for setting criteria and terms when appointing external remuneration consultants.
4. Reporting and Transparency • The committee must keep detailed minutes, circulate draft and final versions to members, and make records available for Board inspection. • Its chairman will attend the Company’s annual general meeting to address shareholder queries, and a summary of activities will be disclosed in the annual report. • The Terms of Reference will be published on both the Company’s and the Hong Kong Stock Exchange’s websites.
5. Oversight of Governance Practices • The committee is tasked with monitoring directors’ and senior management’s training and continuous professional development, ensuring ongoing compliance with evolving market and regulatory demands.
These Terms take effect following Board approval and may be amended only with Board consent. The document was last revised on 29 July 2026.
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