InnoCare Pharma Limited released the latest Terms of Reference for its Nomination Committee, detailing an expanded governance framework designed to enhance board oversight, diversity, and succession planning.

Key highlights are as follows:

1. Committee Structure • Membership must comprise at least three directors, with a majority being Independent Non-executive Directors and at least one member of a different gender. • The committee is chaired by either the Board Chair or an Independent Non-executive Director. • A quorum requires two members, one of whom must be independent.

2. Scope of Authority • The committee is empowered to investigate any matter within its remit, obtain information from any employee, and engage external advisers at the company’s expense. • It holds exclusive responsibility for setting the criteria and terms of reference for any external search consultants.

3. Core Responsibilities • Annual review of the Board’s structure, size, skills matrix, and diversity profile, with recommendations on changes aligned to corporate strategy. • Identification and nomination of qualified director candidates, including succession planning for key positions such as chairperson and CEO. • Annual assessment of the independence of Independent Non-executive Directors and reporting of findings to the Board. • Ongoing monitoring of directors’ research and development activities and related fee payments to ensure market-based terms. • Development and oversight of the company’s Board Diversity Policy and support for regular board performance evaluations.

4. Meeting Protocols • The committee must meet at least once a year; additional meetings can be convened at the request of any member. • Agendas and papers are to be distributed to all directors at least three days before each meeting. • Each member holds one vote, and resolutions pass by majority of votes present or represented.

5. Reporting and Transparency • Full minutes are maintained by the Company Secretary and remain available for director inspection. • The committee chair will attend the annual general meeting to address shareholder inquiries regarding nomination activities. • The updated Terms of Reference will be published on the websites of the Hong Kong and Shanghai stock exchanges and on InnoCare’s corporate site.

The revised charter becomes effective upon Board approval and aligns with both Hong Kong Listing Rules and applicable STAR Market regulations.