Procedure for Shareholders to Propose a Candidate for election as a Director
NOMINATION POLICY (the “Policy”)
1. PURPOSE
| 1.1 | This Policy aims to set out the approach to guide the nomination committee of the Company (the “Nomination Committee”) in relation to the selection, appointment and re-appointment of the directors of the Company (the “Directors”). |
| 1.2 | This policy aims to ensure that the board of directors of the Company (the “Board”) has a balance of skills, experience, knowledge and diversity of perspectives appropriate to the requirements of the Company’s business. |
2. CRITERIA
The Nomination Committee will evaluate, select and recommend candidate(s) for directorships to the Board by giving due consideration to criteria including but not limited to (collectively, the “Criteria”):
| (a) | Diversity in aspects including but not limited to gender, age, experience, cultural and educational background, expertise, skills and know-how; |
| (b) | Sufficient time to effectively carry out their duties; their services on other listed and non-listed companies should be limited to reasonable numbers; |
| (c) | Qualifications, including accomplishment and experience in the relevant industries the Company’s business is involved in; |
| (d) | Independence; |
| (e) | Reputation for integrity; |
| (f) | Potential contributions that the individual(s) can bring to the Board; and |
| (g) | Commitment to enhance and maximize shareholders’ value. |
3. NOMINATION PROCESS
The Nomination Committee will recommend to the Board for the appointment of a Director in accordance with the following procedures and process:
| (a) | The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort; |
| (b) | The Nomination Committee may consult any source it deems appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from an independent agency firm and proposals from shareholders of the Company with due consideration given to the Criteria; |
| (c) | The Nomination Committee may adopt any process it deems appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third-party reference checks; |
| (d) | Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment. |
| (e) | The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment and the proposed remuneration package; |
| (f) | The Board will have the final authority on determining the selection of nominees and all appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be filed with the Companies Registry of Hong Kong; |
| (g) | In order to be eligible to be elected as director at any general meeting, the candidate should be recommended by the Board; or a notice in writing by a member of the Company given his intention to propose such candidate, and also a notice in writing by the candidate of his willingness to be elected. These notices should be given to the company secretary of the Company (the “Company Secretary”) during the period of minimum seven days commencing at the date of notice of the general meeting for such election and ending no later than seven days prior to the date of such meeting. Apart from the notices, the biographical details of the candidate and a written consent to publish the personal data of the candidate should also be given to the Company Secretary; and |
| (h) | In the context of re-appointment of retiring Directors by giving due consideration to (i) the overall contribution and service to the Company of the retiring Director(s) including the attendance of Board meetings and, where applicable, general meetings, and the level of participation and performance on the Board; and (ii) whether the retiring Director(s) continue(s) to satisfy the Criteria in section 2, assess thereafter recommend retiring Director(s) to the Board for re-appointment. The Nomination Committee and/or the Board shall then make recommendation to shareholders in respect of the proposed re-election of Director(s) at the general meeting. |
4. RESPONSIBILITY
The Board will be ultimately responsible for the selection, appointment and re-appointment of Directors.
5. MONITORING AND REPORTING
The Nomination Committee will assess and report annually, in the Corporate Governance Report, on the composition of the Board, and launch a formal process to monitor the implementation of this Policy as appropriate.
6. REVIEW OF THIS POLICY
The Nomination Committee will launch a formal process to review this Policy periodically to ensure that it is transparent and fair, remains relevant to the Company’s needs and reflects the current regulatory requirements and good corporate governance practice. The Nomination Committee will discuss any revisions that may be required and recommend any such revisions to the Board for consideration and approval.
7. DISCLOSURE OF THIS POLICY
| 7.1 | This Policy will be published on the Company’s website for public information. |
| 7.2 | A summary of this Policy together with the measurable objectives set for implementing this Policy, and the progress made towards achieving those objectives will be disclosed in the annual Corporate Governance Report. |
| 7.3 | In the circular to shareholders for proposing a candidate as an independent non-executive director, it should also set out: |
| (a) the process used for identifying the candidate and why the Board believes the candidate should be elected and the reason why it considers the candidate to be independent; | |
| (b) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the board believes the candidate would still be able to devote sufficient time to the Board; | |
| (c) the determination of the independence of the independent non-executive Director(s) who serve more than nine years; | |
| (d) the perspectives, skills and experience that the candidate can bring to the Board; and | |
| (e) how the candidate can contribute to the diversity of the Board. |
First amended on 20 October 2022
In case of any discrepancies or inconsistency between the English version and Chinese version, the English version prevails.