Chuangxin Industries Holdings Limited has published an updated Terms of Reference for its Nomination Committee, detailing the committee’s role, composition, meeting procedures, authority and key responsibilities.
The mandate clarifies that the committee’s primary functions are to: • Identify, evaluate and recommend appropriate candidates for the board of directors, • Oversee the process for assessing board performance, and • Formulate nomination guidelines aligned with Hong Kong Listing Rules and the Corporate Governance Code.
Composition and Independence • The committee is appointed by the board and must comprise a majority of independent non-executive directors. • The committee chair is either the board chair or an independent non-executive director.
Meeting Framework • Meetings are required at least once per year, with a quorum of two members. • A minimum of seven days’ notice is set for regular meetings; agendas and supporting papers must be circulated at least three days in advance.
Access to Resources • The committee is granted full access to management and is entitled to obtain external professional advice at the company’s expense when necessary.
Key Duties • Review board structure, size and composition annually and maintain a board skills matrix. • Develop criteria for assessing director candidates and maintain a formal nomination policy, including diversity objectives. • Identify and recommend qualified individuals for directorships while assessing their independence under Listing Rules. • Evaluate the number of outside directorships held by prospective independent non-executive directors to ensure adequate commitment. • Make recommendations on appointments, re-appointments and succession planning, particularly for the board chair and chief executive. • Support regular evaluation of overall board performance and disclose related policies in the corporate governance report.
Reporting and AGM Participation • The committee reports its decisions and recommendations to the board, subject to regulatory constraints. • The committee chair, or a designated delegate, will attend the company’s annual general meeting to address shareholder questions regarding the committee’s work and responsibilities.
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