CIMC Updates Nomination Committee Charter, Strengthening Board Diversity and Governance

Bulletin Express
05/08

China International Marine Containers (Group) Co., Ltd. (CIMC) released an amended version of the “Implementation Rules of the Nomination Committee of the Board of Directors,” effective May 2026.

Key governance highlights:

1. Committee Composition • The Nomination Committee is set at five directors, with independent non-executive directors forming a majority. • The chair must be an independent non-executive director, appointed by the Board. • Membership terms run concurrently with each director’s board tenure, and vacancies are filled via board election.

2. Expanded Responsibilities • Annual review of board size, structure and skill mix, supported by a formal skills matrix. • Identification, assessment and recommendation of candidates for directors and senior management, including independence verification for non-executive directors. • Succession planning for all directors, with special focus on the chair role. • Ongoing performance evaluations of the Board and monitoring of a formal diversity policy.

3. Diversity Policy Integration • Candidate selection must consider gender, age, cultural and educational background, professional experience, skills and knowledge. • The committee will set measurable objectives for diversity and report progress through corporate governance disclosures.

4. Decision-Making Mechanics • A quorum requires at least two-thirds of members; resolutions pass with a simple majority. • Both regular (minimum once annually) and special meetings are provided for, with the ability to engage external advisors at the company’s expense. • Interested members must disclose potential conflicts and may be excluded from voting if required.

5. Transparency and Record-Keeping • Meeting minutes must be retained for at least 10 years. • If the Board does not adopt the committee’s recommendations, the reasons and the committee’s original opinion must be disclosed alongside the Board’s resolution.

The amended charter aligns CIMC’s governance framework with Chinese corporate law, the Hong Kong Listing Rules and evolving best-practice standards, underscoring the group’s commitment to transparent director selection and enhanced board effectiveness.

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