China International Capital Corporation Limited (CICC) recently released updated Terms of Reference for its Nomination and Corporate Governance Committee, emphasizing the composition, responsibilities, and operational procedures. The committee must include three or more directors, with at least half being independent directors. An independent director also serves as the committee’s chairman, responsible for convening meetings, overseeing resolutions, and supervising their implementation.

The Terms of Reference outline key duties, including reviewing the board’s structure, size, and diversity criteria; nominating and assessing candidates for directorships and senior management positions; and regularly evaluating the performance of the board. The committee is also tasked with overseeing the independence of independent directors, formulating board succession plans, and facilitating the company’s corporate governance framework. External professional assistance may be engaged as deemed necessary, and the associated costs are borne by CICC.

The document stipulates that committee meetings, held at least once a year, can take place in person, by video or telephone, or through written deliberation. Resolutions require the approval of more than half of the members and must be signed by attendees to be effective. Meeting records, including written minutes, are retained for at least 20 years.

An attached Board of Directors Diversity Policy underscores the benefit of a diversified board. Considerations include gender, age, educational background, and professional experience. All appointments are merit-based, and the committee reports annually on the board’s composition and progress toward these diversity objectives.