Shandong Gold Mining Co., Ltd. (SD GOLD) has released an updated Terms of Reference for its Board Nomination Committee, replacing the version adopted in November 2017. The revised charter clarifies committee composition, authority, and procedures aimed at strengthening governance over the appointment of directors and senior management.

Key amendments and features:

• Composition Requirements – The committee will consist of three to five directors, with independent directors forming the majority and at least one member of a different gender. – The chair must be an independent director elected by the Board. – Term of office aligns with the Board’s tenure, and members may be re-elected.

• Expanded Responsibilities – Annual review of Board structure, size, skills matrix, and diversity policy. – Formulation of selection criteria and procedures for directors and senior executives; broad search for candidates across internal and external markets. – Recommendations on appointments, re-appointments, and succession planning—particularly for the Board chair and general manager. – Evaluation of director independence, overall skills, and contribution to Board performance. – Authority to advise on other senior management appointments subject to Board approval.

• Decision-Making Procedures – Quorum is set at two-thirds of members, with resolutions passed by simple majority. – Meetings must be held at least twice a year with a minimum three-day notice; urgent meetings may use flexible notice methods. – Voting may occur by show of hands, poll, or written communications for extraordinary sessions. – The committee can retain external advisers at the company’s expense.

• Operational Support and Confidentiality – The human resources department acts as the supporting body, handling documentation and logistical coordination. – Detailed minutes are required for every meeting and must be signed by attending members and archived by the Board office. – Members and attendees must maintain strict confidentiality regarding deliberations.

• Compliance and Supremacy Clause – The charter aligns with the PRC Company Law, CSRC regulations, and listing rules of the Shanghai and Hong Kong exchanges. – Should conflicts arise with future regulations or the Articles of Association, the latter will prevail, and the charter will be amended accordingly.

The updated charter takes effect upon Board approval, marking SD GOLD’s continued efforts to refine its corporate governance structure and reinforce transparent, merit-based selection of leadership talent.