Winfair Investment Defines New Nomination Committee Mandate, Adds Diversity and Governance Enhancements

Bulletin Express
06/29

WINFAIR INVESTMENT COMPANY LIMITED (Winfair Investment) released an updated Terms of Reference for its Nomination Committee, detailing enhanced governance structures and diversity commitments.

Membership and Leadership • The Committee will comprise a minimum of three members, with independent non-executive directors forming a majority. • At least one director of a different gender must serve on the Committee. • The Committee Chair will be either the Board Chair or an independent non-executive director, appointed by the Board.

Meeting Framework • Quorum: Three members if the Committee exceeds three members; otherwise, two. • Frequency: At least one meeting per year, with written resolutions permissible in lieu of physical meetings. • Only Committee members may attend meetings, though other directors can be invited when appropriate. The Company Secretary acts as secretary of the Committee.

Authority and Resources • The Committee is empowered to seek external legal or professional advice and will be provided with sufficient resources to fulfill its duties.

Key Responsibilities 1. Formulate, implement and review the Board’s nomination policy. 2. Conduct an annual assessment of Board structure, size and composition—considering gender, age, cultural background, professional expertise and tenure—and recommend adjustments aligned with corporate strategy. 3. Identify and recommend qualified candidates for directorships, ensuring they enhance Board diversity and can devote adequate time to Board duties. 4. Assess the independence of independent non-executive directors, review their annual independence confirmations and disclose findings in the Annual Report. 5. Advise on director appointments, re-appointments and succession planning, particularly for the Chair and Chief Executive. 6. Periodically evaluate each director’s contribution and time commitment. 7. Develop, review and update Board and workforce diversity policies, set measurable objectives and monitor progress. 8. Support regular evaluations of overall Board performance.

Reporting After each meeting, the Committee Chair will report deliberations and recommendations directly to the Board.

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