CSC Financial Co., Ltd. released updated Terms of Reference for its Board of Directors’ Remuneration and Nomination Committee, which will take effect on November 21, 2025. The document clarifies procedures for convening regular and extraordinary meetings, details the committee’s composition requirements, and underscores the significance of board diversity.

According to the announcement, the committee must include at least three directors, with more than half being independent directors, and at least one member of a different gender. An independent director serves as the committee’s chairperson. The new guidelines assign the committee the responsibility of formulating and reviewing appraisal standards for directors and senior management, setting remuneration policies, and monitoring incentive plans.

The Terms of Reference also emphasize the company’s board diversity policy. Candidates are considered based on multiple factors, including gender, age, professional background, and experience. The company highlights a focus on fostering female talent within mid-level and senior-level roles to ensure adequate gender representation on the board. Additionally, the committee retains the authority to engage external professionals as needed, with related expenses borne by CSC Financial Co., Ltd.

These provisions require the committee’s recommendations on remuneration for directors and senior management to be approved by the board of directors and, where applicable, by shareholders at the general meeting. The new framework also specifies meeting procedures, quorum requirements, and record-keeping obligations, aiming to improve governance efficiency while aligning with relevant rules and the company’s Articles of Association.