FREETECH, incorporated in the Cayman Islands and listed in Hong Kong, adopted updated Terms of Reference for its Nomination Committee on 30 March 2026. The new charter refines the Committee’s remit, structure, and operating procedures as part of the Board’s ongoing corporate-governance enhancements.
Key structural changes • The Committee will continue to comprise at least three directors, with a majority being independent non-executive directors and at least one member of a different gender. • The Board chairman or an independent non-executive director must serve as Committee chairman. • Quorum is set at two members, and meetings will be held at least once per year, with a 14-day notice period and circulation of papers three days in advance.
Expanded duties • Annual review of Board structure, size, skills, knowledge, experience, and diversity; maintenance of a Board skills matrix. • Identification and recommendation of qualified director candidates, including succession planning for the chairman and chief executive. • Assessment of the independence of independent non-executive directors. • Development, review, and monitoring of measurable objectives under the Board and workforce diversity policy. • Evaluation of each director’s time commitment and contribution, aligning with Hong Kong Listing Rules.
Authority and resources • The Committee is empowered by the Board to carry out the specified duties and may obtain independent professional advice at the Company’s expense. • Written resolutions can substitute for physical meetings, and participation via telephone or video conference counts toward quorum.
Reporting and record-keeping • Draft minutes will be circulated to members promptly, with final reports submitted to the full Board at the next meeting. Minutes remain available for director inspection.
The updated charter maintains compliance with Hong Kong Listing Rules, while the Board retains the right to amend the terms provided any change does not retroactively invalidate prior Committee actions.
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