Shun Tak Holdings Updates Nomination Committee Charter to Strengthen Board Governance

Bulletin Express
03/30

Shun Tak Holdings Limited has released an updated version of the Nomination Committee Terms of Reference, outlining an expanded framework for board oversight and succession planning.

The revised charter maintains a minimum committee size of five members, mandating a majority of independent non-executive directors alongside the Group Executive Chairman, Managing Director, and Deputy Managing Director. At least one member must be of a different gender. The committee chair may be either an independent non-executive director or the chair of the board, subject to board approval, while the Company Secretary serves as secretary to the committee.

Under the new terms, the Nomination Committee is empowered to: • Review board structure, size, and skill mix at least annually, and keep a detailed skills matrix. • Identify and recommend qualified candidates for board appointments and evaluate directors’ independence. • Assess each director’s time commitment by considering professional credentials, listed-company directorships, and other material external roles. • Oversee succession planning for key leadership positions, including the Group Executive Chairman and Managing Director. • Monitor and annually review the Board Diversity Policy and the Nomination Policy, recommending changes when required. • Support regular board performance evaluations and report its recommendations directly to the board.

The committee is authorized to obtain any information from employees, seek external professional advice at the company’s expense, and convene meetings as needed; quorum is set at three members, including at least two independent non-executive directors. Written resolutions signed by all members are deemed as valid as those passed in formal meetings.

All director appointments initiated by the Nomination Committee will continue to be subject to shareholder approval at the annual general meeting. The updated charter was first adopted on 12 December 2007 and has now been amended on 26 March 2012, 21 August 2013, 7 December 2018, and most recently on 30 March 2026.

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