CCT FORTIS Revises Nomination Committee Charter to Strengthen Board Oversight and Diversity

Bulletin Express
03/30

CCT FORTIS released updated Terms of Reference for its Board-level Nomination Committee, detailing enhanced governance practices aimed at bolstering board effectiveness and diversity.

The Committee will comprise a minimum of three directors, with independent non-executive directors forming the majority and at least one member representing a different gender. The Chairman of the Board will also chair the Committee. All members are appointed—and may be removed—solely by the Board, which will adjust membership as required by Hong Kong Stock Exchange Listing Rules and other regulatory standards.

Key operating parameters include: • Meeting frequency: At least once annually, with additional meetings as necessary. • Quorum: Two members, including at least one independent non-executive director. • Decision making: Simple majority voting; the Chair holds a casting vote in the event of a tie. • Notice period: Minimum of 14 days unless unanimously waived by members.

The Committee is empowered to access sufficient company resources and, where needed, obtain independent professional advice at the Company’s expense.

Core responsibilities have been formalised as follows: 1. Annual review of Board structure, size, composition, and maintenance of a skills matrix in alignment with corporate strategy. 2. Identification and recommendation of qualified candidates for directorships and succession planning, particularly for the Chairman and Chief Executive roles. 3. Annual evaluation of the Nomination Policy, Board Diversity Policy, and Workforce Diversity Policy, including disclosure of these policies in the corporate governance report. 4. Yearly assessment of each director’s time commitment, contribution, and, for independent non-executive directors, independence status. 5. Support for regular Board performance evaluations.

Administrative provisions stipulate that minutes of each meeting will be distributed promptly to members, and written resolutions signed by all members are deemed valid. The full terms of reference will be published on both the Stock Exchange and Company websites, with the document dated 30 March 2026.

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