Strawbear Entertainment Group clarified and updated the Terms of Reference and Rules of Procedure for its Nomination Committee, which reports directly to the board of directors. The amendments, adopted on December 18, 2020 and further revised on November 14, 2025, aim to optimize the board’s composition and strengthen oversight of director and key senior management appointments.
The Nomination Committee is required to comprise a majority of independent non-executive directors, with at least one director of a different gender. The chairman of the committee is to be either the board chairman or an independent non-executive director. In its primary responsibilities, the committee formulates recruitment standards, identifies and screens potential candidates, and reviews the structure, size, and diversity of the board on an annual basis.
To fulfill its responsibilities, the Nomination Committee conducts reviews of candidates’ qualifications, collects detailed professional backgrounds, and recommends nominees for both directorships and key senior management positions. The committee further assesses the independence of independent non-executive directors and supports the company’s regular evaluation of the board’s overall performance. Procedures outlined in the document mandate proper notice, quorum requirements for meetings, and the obligation to maintain confidentiality regarding deliberations.
According to the updated rules, any relevant proposals and outcomes of the committee’s discussions will be submitted in writing to the board for consideration. The document also reaffirms that these guidelines are subject to prevailing regulations and the company’s Articles of Association, ensuring that any future amendments are promptly incorporated.
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