AustAsia Group Ltd. (the “Company”) has published a revised version of its Nomination Committee Terms of Reference, originally adopted on 30 December 2022 and updated on 10 November 2025. According to the document, the Nomination Committee membership must consist of at least three directors, with a majority serving as independent non-executive directors (INEDs). The chair of the Nomination Committee can be either an INED or the chairman of the board.
The revised Terms address the responsibilities of the Nomination Committee, including reviewing the structure, size, and composition of the board. Particular emphasis is placed on ensuring a balance of skills and experience, as well as on the importance of board diversity, such as gender representation. The document outlines the processes for identifying and recommending suitable director candidates, and highlights annual performance assessments examining the effectiveness of the board, its committees, and individual directors.
The Nomination Committee is authorized to seek information from employees, engage external professional advice when necessary, and provide sufficient resources for its functions. Meeting minutes must be kept in detail and made available for inspection, with the committee reporting its decisions and recommendations to the board. The updated Terms also require that the Nomination Committee chair, or a designate, attend annual general meetings to address shareholder inquiries regarding committee activities.
The Terms further cover the committee’s role in evaluating directors’ time commitments, balancing the board’s leadership needs, and outlining procedures for re-appointment or re-election under the Company’s constitution. The updated document is accessible on both the Company’s and the Stock Exchange’s websites, marking a formal framework for the nomination and appointment of directors in compliance with applicable listing regulations.