Guangdong Land Holdings Limited (GD LAND) has released updated Terms of Reference for its Nomination Committee, with the revised framework formally adopted by the Board on 26 March 2026. The document refines the committee’s mandate, membership structure and operating procedures, reinforcing the company’s commitment to robust governance and board diversity.
Key highlights include:
1. Committee Framework • Formation: Established by the Board on 8 March 2012. • Composition: Minimum of three members, with a majority being independent non-executive directors and at least one member of a different gender. The committee chair must be either the Board Chairman or an independent non-executive director. • Quorum: Two members. • Meeting Frequency: At least once annually, with authority to convene additional meetings or pass written resolutions when necessary.
2. Mandate and Authority • Scope: Empowered to review board structure, size and skill mix; identify and recommend director candidates; and oversee succession planning, especially for the Chairman and Managing Director roles. • Diversity Oversight: Tasked with developing, reviewing and monitoring measurable objectives under the Board’s diversity policy, taking into account gender, age, cultural and educational background, and professional experience. • Independence Evaluation: Charged with assessing the independence of non-executive directors, including rationale for re-electing those who have served more than nine years. • Resources: Authorized to obtain information from company officers, engage external advisers, and secure required resources at the company’s expense.
3. Reporting and Documentation • The committee must report its decisions and recommendations to the Board at least once a year. • Draft and final meeting minutes are circulated to all members for comment and record-keeping. • A representative of the committee will attend the Annual General Meeting to address shareholder queries related to nomination activities.
The updated charter underscores GD LAND’s strategic emphasis on maintaining a balanced, skilled and diverse Board, while enhancing transparency and accountability in director nomination and succession processes.
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