Best Pacific International Holdings Limited has adopted a revised Terms of Reference for its Nomination Committee, approved by the Board on 9 June 2026 and effective immediately.
Key changes and requirements:
1. Committee Composition • Minimum of three members, with a majority being independent non-executive directors (INEDs). • The committee chair must be either the Board chairman or an INED. • At least one director must be of a gender different from the other members, embedding gender diversity into the committee’s structure.
2. Meeting Protocols • The committee will meet at least once a year, with additional meetings convened as required by the chair. • A quorum consists of two members, including at least one INED. • Participation can be in person, by telephone, or via videoconferencing, and resolutions require a simple majority of attending members.
3. Core Responsibilities • Annual review of Board size, structure, composition and diversity, supported by a skills matrix. • Identification and recommendation of candidates for Board appointments and re-appointments, including succession planning for the Board chair and CEO. • Assessment of INED independence in line with Hong Kong Stock Exchange Listing Rules. • Support for regular Board performance evaluations.
4. Reporting & Transparency • The committee chair will formally report to the Board after each meeting and submit an annual activity report for inclusion in the company’s annual report. • The updated Terms of Reference will be available on both the Hong Kong Stock Exchange and company websites.
5. Authority & Resources • The committee may request information from management and obtain independent professional advice at the company’s expense. • An annual self-assessment of the committee’s performance and charter effectiveness is mandated.
These enhancements aim to strengthen Best Pacific’s corporate governance framework through clearer procedures, reinforced independence, and explicit diversity commitments.