Youzan Technology Limited has released the latest Terms of Reference for its Nomination Committee, detailing the committee’s mandate, composition requirements and operational procedures aimed at strengthening board governance.

The committee’s stated purpose is to identify and recommend director candidates, oversee board performance evaluations and develop nomination guidelines in line with Hong Kong Listing Rules and relevant regulations.

Key structural provisions include: • Minimum of three members, with a majority being independent non-executive directors. • Chairperson to be either the board chair or an independent non-executive director. • Quorum set at two members.

Operational rules specify that the committee must meet at least once a year, with seven-day notice for regular meetings and the flexibility to convene via electronic means. Each member holds one vote; in the event of a tie the chairperson has a casting vote.

The document grants the committee full access to management and authority to engage external advisers at the company’s expense. Reporting requirements oblige the committee to inform the board of decisions and to evaluate its own effectiveness periodically.

Core responsibilities are: 1. Annual review of board structure, size and skill mix, maintaining a board skills matrix. 2. Identification and recommendation of qualified candidates for directorship and senior management. 3. Assessment of independent non-executive directors’ independence and outside directorships. 4. Recommendations on director appointments, re-appointments and succession planning. 5. Support for regular board performance evaluations.

The chairperson—or a designated representative—will attend the company’s annual general meeting to address shareholder questions regarding the committee’s work.

By formalising these guidelines, Youzan Technology aims to ensure transparent, consistent and compliant nomination practices across its board and senior management levels.