Adaspace Technology Co., Ltd. (“ADASPACE”, HKEX: 06935) has released the full Terms of Reference for its Nomination Committee, setting out a comprehensive framework aimed at enhancing board oversight and director selection.
Purpose and Scope • The Nomination Committee is mandated to identify, evaluate and recommend director candidates, oversee annual board performance reviews and formulate nomination guidelines aligned with Hong Kong Listing Rules and the Corporate Governance Code.
Composition and Independence • The committee must comprise a majority of independent non-executive directors. • The Board will appoint the Committee Chairman, who must be either the Board Chairman or an independent non-executive director, underscoring a commitment to independent governance.
Operational Mechanics • Meetings: At least one meeting per year is compulsory, with a quorum of two members and a minimum seven-day notice for regular sessions. • Voting: Each member holds one vote; the Chairman exercises a casting vote in case of a tie. • Documentation: Full minutes will be kept and made available to any director upon reasonable request, ensuring transparency.
Key Authorities • Full access to management and the right to engage external legal, accounting or other advisers at the company’s expense. • Power to determine procedures, processes and criteria for director selection.
Principal Responsibilities 1. Review board structure, size, skills matrix and diversity annually. 2. Develop and maintain nomination and diversity policies, with progress disclosed in the corporate governance report. 3. Identify and recommend qualified director candidates and evaluate their independence, including limits on multiple directorships. 4. Advise on appointments, re-appointments and succession planning for the Board Chairman and Chief Executive. 5. Support regular evaluations of overall board performance.
Reporting and AGM Engagement • The committee will report its recommendations to the Board and its Chairman will attend the Annual General Meeting to address shareholder queries on nomination matters.
By formalising these guidelines, ADASPACE seeks to reinforce transparent, merit-based director appointments and align its governance structure with international best practices.
Comments