MEIG (03268) issued the Terms of Reference for its Nomination Committee of the Board, detailing the committee’s framework, responsibilities, and operational procedures. The committee has been established to optimize the Company’s board composition, improve corporate governance, and guide the selection and assessment of directors and senior management.
The committee is formed by resolution of the shareholders’ meeting and must comprise at least three directors, of whom at least two must be independent. At least one member on the committee is also required to be of a different gender. The chairperson is an independent director who presides over all committee proceedings. Members serve for the same term as the Board and will be re-elected upon the expiration of their term if they continue to meet the relevant criteria.
Key duties include formulating selection criteria for directors and senior management, identifying qualified candidates, and recommending nominations to the Board. The committee also evaluates the composition and diversity of the Board on an annual basis, provides guidance on re-appointments, and assesses the independence of independent non-executive directors. Other responsibilities include ensuring compliance with applicable laws, regulations, and listing requirements, as well as maintaining proper procedures for record-keeping and meeting protocols.
The document outlines a clear process for selecting and appointing directors and senior management, including the verification of qualifications, timeline for nominations, and rigorous review of proposed candidates. As stipulated, the Terms of Reference take effect from the date of the Company’s H-share listing. Any conflicts with updated laws or regulatory rules will be resolved by aligning with those higher provisions and amending the Terms of Reference accordingly.
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