BASiC Semiconductor Co., Ltd. (BASICSEMI) has released the formal Terms of Reference for its newly established Nomination Committee, detailing a comprehensive framework to standardise the selection, evaluation and succession of directors and senior management.

Key structural points show that the committee will comprise three directors, with independent non-executive directors forming the majority and at least one member of a different gender. The chair must be either the board chair or an independent non-executive director. Members’ terms are aligned with their directorships, and any vacancy must be filled within three months.

The committee’s mandate spans 14 core duties: • Annual assessment of the board’s size, skills mix and independence, with recommendations on any changes needed to support company strategy. • Formulation and periodic review of corporate governance policies, including board and workforce diversity measures disclosed in annual reports. • Design and oversight of criteria, procedures and training for appointing directors, the general manager and other senior management. • Identification, nomination and independence review of candidates, as well as ongoing succession planning for key leadership roles. • Assurance that shareholder circulars for electing independent non-executive directors disclose the selection process, candidate qualifications and contributions to board diversity. • Monitoring the company’s adherence to Hong Kong Listing Rules’ Corporate Governance Code and supervising regular board performance evaluations.

Operationally, the committee must hold at least one regular meeting per year, with notices issued five days in advance; interim meetings require two days’ notice and unanimous consent to shorten this period. A quorum is set at two-thirds of members, and resolutions pass by simple majority. Meeting minutes are archived for a minimum of 10 years.

The Nomination Committee reports directly to the board and is supported by a dedicated working group that manages daily liaison and logistics. The board is responsible for providing the committee with sufficient resources, including funding for external advisers when specialist input is required.

These Terms of Reference become effective upon the listing and trading of BASICSEMI’s H-shares on the Hong Kong Stock Exchange, reinforcing the company’s commitment to transparent, structured and diversified governance practices.