Changhong JH has released an updated Terms of Reference for its Nomination Committee, setting clearer governance parameters and reinforcing alignment with Hong Kong-listed corporate best practices.
Key governance arrangements • Composition: Committee members are appointed by the Board and must comprise a majority of independent non-executive directors. At least one member must be of a different gender, underscoring the Board’s commitment to diversity. • Leadership and quorum: The Committee will be chaired by either an independent non-executive director or the Board chairman, with a quorum set at two members. • Term and secretariat: Appointment terms are determined by the Board, and the company secretary serves as Committee secretary. • Meeting frequency: A minimum of one meeting per year is required, with authority to seek independent professional advice and access to sufficient corporate resources.
Expanded duties 1. Annual review of Board structure, size, skill mix and diversity, supported by maintenance of a Board skills matrix. 2. Identification and recommendation of qualified director candidates. 3. Assessment of independent non-executive director independence. 4. Recommendations on director appointments, re-appointments and succession planning, particularly for the chairman and chief executive officer roles. 5. Oversight of the Board Diversity Policy, including monitoring measurable objectives and disclosing progress in the annual corporate governance report. 6. Support for regular Board performance evaluations and formal reporting of Committee decisions to the Board, subject to legal or regulatory constraints.
Transparency and accountability • Meeting minutes will be circulated to the full Board. • An annual self-assessment of Committee performance will be conducted and submitted to the Board. • The full Terms of Reference will be available on both the company’s and Hong Kong Stock Exchange’s websites, enhancing shareholder transparency.
The updated charter strengthens Changhong JH’s governance framework, emphasizing diversified Board composition, structured succession planning and heightened disclosure standards.