AMS Transport released revised Terms of Reference for the Board Nomination Committee, detailing a stronger governance framework aimed at ensuring transparent director appointments and ongoing board effectiveness.

Key highlights include:

1. Committee Composition • Minimum of three directors, with a mandatory majority of Independent Non-executive Directors (INEDs). • Requirement for gender diversity: at least one director on the committee must be of a different gender. • The committee is chaired by either an INED or the Board Chairman, with members appointed by the Chairman.

2. Meeting Protocols • The committee will convene at least once a year; additional meetings can be called by the Chairman or any committee member. • Quorum is set at two members, and resolutions are passed by majority vote. • External parties, including the CEO, may be invited for consultation on corporate structure and talent requirements.

3. Authority and Resources • Full access to company personnel, information and documents. • Power to obtain independent professional advice at the company’s expense to support its deliberations.

4. Core Responsibilities • Annual review of the Board’s structure, size, composition and skills matrix, with recommendations aligned to the company’s corporate strategy. • Identification and nomination of suitably qualified individuals to fill board vacancies, with ongoing assessment of INED independence. • Recommendations on director appointments, re-appointments and succession planning, particularly for the Chairman and CEO roles. • Implementation and monitoring of the Board diversity policy and support for regular Board performance evaluations. • Evaluation of each director’s time commitment, professional qualifications and external responsibilities to ensure effective contribution to the Board.

The updated mandate positions the Nomination Committee to reinforce governance best practices and enhance board diversity ahead of the next scheduled review in March 2026.