BYD Company Limited released its “Implementation Rules of the Nomination Committee” on 28 April 2026, setting a more detailed framework for selecting directors, the President and other senior officers, and strengthening oversight of board composition and diversity.
Key Provisions
1. Committee Structure • Minimum three directors, with a majority being independent non-executive directors and at least one member of a different gender. • Chair must be an independent non-executive director. • Members are nominated by the Board Chairman and appointed or dismissed by the full Board; their term aligns with their directorship.
2. Operating Procedures • Meetings can be convened by the chair or half of the committee members; quorum set at two-thirds of members. • Supporting materials must be provided at least three days in advance and retained for ten years. • Resolutions require a simple majority; written resolutions are permitted via electronic or physical circulation. • The committee may engage external advisers at the company’s expense.
3. Core Responsibilities • Annual review of Board structure, size and skill matrix, with recommendations for adjustments. • Assessment of the independence of non-executive directors. • Formulation and maintenance of director-nomination and board-diversity policies, including measurable gender-diversity targets and progress reporting in the corporate governance report. • Identification, evaluation and recommendation of candidates for directors, the President and other senior officers; oversight of succession planning and development plans for key executives. • Biennial evaluation support for overall Board performance.
4. Conflict-of-Interest Safeguards Members must abstain from voting on nominations involving themselves, close relatives or any situation impairing objective judgment.
5. Effective Date The rules take effect upon Board approval dated 28 April 2026 and will be interpreted by the Board.
Strategic Impact The updated guidelines formalise BYD’s commitment to transparent governance, structured succession planning and enhanced diversity, aligning the automaker with evolving regulatory expectations across its listing venues.
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