Momenta Global Limited (MOMENTA-W) released the Terms of Reference for its Nomination Committee, detailing a structured approach to board appointments and governance oversight.

The new framework sets a clear purpose for the committee: devise formal, transparent procedures for director selection, assess board composition, and recommend candidates consistent with Hong Kong Listing Rules and other regulatory standards.

Key structural provisions include: • Composition – A majority of members must be independent non-executive directors (INEDs), and at least one committee member must be of a different gender. • Leadership – The chairperson of the committee must be an INED.

Operational mechanics are also defined: • Meetings – The committee will convene at least once each year, with a quorum of two members. Decisions require a majority vote; the chairperson holds a casting vote in case of a tie. • Resources – Authority is granted to obtain independent professional advice at the company’s expense, and employees are required to cooperate with information requests.

Core duties span nine areas, notably: 1) Annual review of board size, structure, skills and diversity, supported by a formal board skills matrix. 2) Development of criteria for director selection and regular assessment of INED independence. 3) Recommendations on appointments, re-appointments and succession planning for directors, the board chair and the chief executive officer. 4) Ongoing evaluation of board performance and oversight of measurable objectives under the company’s board diversity policy.

Reporting provisions mandate that the committee keep the full board informed of decisions and ensure directors have timely access to relevant materials. Minutes must capture detailed deliberations and be available for board inspection.

The document notes that the Terms of Reference will be reviewed periodically to reflect regulatory changes and will be published on both the Hong Kong Stock Exchange and company websites.