Melco International Development Revises Charter for Nomination and Corporate Governance Committee

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Melco International Development Limited has released an updated Terms of Reference for its Nomination and Corporate Governance Committee, originally adopted on 13 December 2022 and now revised on 31 March 2026. Key points are as follows:

• Committee Structure: A minimum of three directors is required, with independent non-executive directors forming the majority and at least one director of a different gender. The Group General Counsel and other management personnel may be co-opted in a non-voting capacity.

• Leadership and Tenure: The committee chair must be either the Board Chair or an independent non-executive director. Appointments and removals of members or co-opted personnel rest exclusively with the Board.

• Meetings and Quorum: The committee must meet at least once annually, with a quorum of two voting members. Meetings can be held in person or via teleconference.

• Core Responsibilities: – Board Diversity & Nomination: Annual review of board size, composition, and diversity; maintenance of a board skills matrix; identification and recommendation of director candidates; assessment of director independence; and oversight of succession planning for the Chair and CEO. – Performance & Commitment Monitoring: Annual evaluation of directors’ time commitment, contribution, and professional development, including oversight of board performance reviews. – Corporate Governance Oversight: Regular review of governance policies, directors’ training, legal and regulatory compliance, and the company’s code of conduct. The committee is empowered to amend corporate governance policies to ensure ongoing effectiveness. – ESG Oversight: Annual review of the company’s ESG governance policy, programs, and public disclosures, including the yearly ESG report. – Additional Duties: Monitoring implementation of the Board Diversity Policy, Workforce Diversity Policy, and Shareholders’ Communication Policy, and ensuring public availability of the committee’s terms of reference.

• Resources and Authority: The committee is provided with sufficient resources to fulfill its mandate and may seek independent professional advice at the company’s expense.

The revised charter reinforces Melco International Development’s commitment to robust governance, enhanced board diversity, and strengthened oversight of environmental, social, and governance initiatives.

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