APOLLO FMG Refines Nomination Committee Mandate to Enhance Board Independence, Diversity and Oversight

Bulletin Express
04/02

Apollo Future Mobility Group Limited (APOLLO FMG) has released an updated set of Terms of Reference for its Nomination Committee, first adopted on 31 March 2006 and most recently revised on 2 April 2026. The refreshed mandate formalises governance mechanisms aimed at ensuring an effective, diverse and independent Board structure.

Key provisions include:

1. Committee Composition • Minimum of three directors, with a majority required to be independent non-executive directors (INEDs). • At least one member must be of a different gender, reinforcing gender diversity goals. • The Board appoints both committee members and the committee chair.

2. Meeting Protocols • Quorum set at two members. • Committee meets at least once annually, with authority to convene additional meetings as needed. • Other Board members may attend but are not counted in the quorum.

3. Authority and Resources • Empowered to obtain any information from Group employees relevant to its duties. • May seek independent professional advice at the Company’s expense and invite external experts to attend meetings.

4. Principal Duties • Annual review of Board structure, size, skills and knowledge, maintaining a Board skills matrix and recommending adjustments aligned with corporate strategy. • Identification and recommendation of qualified candidates for directorships. • Ongoing assessment of INED independence. • Recommendations on director appointments, re-appointments and succession planning, notably for the chairman and chief executive roles. • Annual evaluation of each director’s time commitment, professional qualifications, external directorships and overall contribution. • Regular review and development of the Board diversity policy, including measurable objectives and progress tracking. • Support for periodic Board performance evaluations.

5. Disclosure Requirements for INED Elections When the Board proposes an individual for election as an INED, the Nomination Committee must detail in the shareholder circular the selection process, independence rationale, the candidate’s capacity to devote sufficient time (particularly if the individual holds seven or more listed directorships), relevant skills and experience, and contribution to Board diversity.

The updated Terms of Reference reinforce APOLLO FMG’s commitment to robust corporate governance, transparent director selection and a more diverse, accountable Board.

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