Star Sports Medicine Updates Nomination Committee Charter to Enhance Board Governance

Bulletin Express
05/04

Star Sports Medicine Co., Ltd. has released a revised “Terms of Reference of the Nomination Committee under the Board of Directors,” setting clearer standards for director and senior management selection and reinforcing compliance with the Company Law of the People’s Republic of China and the Hong Kong Listing Rules.

Key governance highlights:

1. Committee Composition and Tenure • The Nomination Committee must comprise at least three directors, with independent non-executive directors forming a majority. • An independent non-executive director will chair the committee. • Members serve concurrent terms with the Board and may be re-elected.

2. Principal Responsibilities • Review the Board’s structure, size and skill mix at least annually and propose adjustments that align with corporate strategy. • Develop and monitor policies on director qualifications, succession planning, Board diversity and overall corporate governance. • Identify, vet and recommend candidates for directors and senior management; evaluate the independence of independent non-executive directors. • Oversee continuous professional development programs for directors and senior executives and assess compliance with the Corporate Governance Code (Appendix 14 of the Hong Kong Listing Rules).

3. Decision-Making Protocols • Resolutions require approval by more than half of all committee members; members with conflicts must abstain. • Meetings may be convened in person or via teleconference and require at least two-thirds attendance for quorum. • Minutes must be circulated promptly, signed by attendees and retained for no less than ten years.

4. Reporting and Disclosure • Recommendations are submitted to the full Board for final decision. • The committee chair (or a delegate) must attend the annual shareholders’ meeting to answer governance-related questions. • The Board will disclose the diversity policy or a summary in the company’s annual report.

5. Effective Date The charter becomes effective upon the listing and trading of Star Sports Medicine’s overseas-listed shares on the Hong Kong Stock Exchange, superseding the prior implementation rules for the Nomination Committee.

The revised mandate strengthens Star Sports Medicine’s governance framework by formalising nomination procedures, enhancing diversity oversight and aligning committee operations with prevailing regulatory standards.

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