GUANGDONG TIANYU SEMICONDUCTOR CO., LTD. approved detailed Terms of Reference for its Board’s Nomination Committee. The document clarifies that the Committee will focus on the selection, evaluation, and recommendation of candidates for director and senior management positions. It also outlines qualification standards, selection procedures, and oversight of board composition and independence.
The Committee will include at least three directors, a majority of whom are independent non-executive directors, and must have members of both genders. Members are nominated by the chairman of the Board or by a specific number of Board members, subject to Board approval. The term of office coincides with the term of the Board, and any member who ceases to be a director or to meet independence criteria will automatically step down.
The Terms of Reference specify that the Committee will ensure board diversity, assist in evaluating director performance, and propose changes based on the needs of the Board. Furthermore, it will support structuring and updating reserve plans for directors and senior management, provide advice on the suitability of candidates, review prospective independent non-executive directors’ independence, and maintain a skills matrix for the Board. The Committee’s resolutions require a majority vote and must be submitted to the Board for final approval.
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