Tianjin Construction Development Group Co., Ltd. (TJCD) issued a detailed Terms of Reference that formalises the structure, responsibilities and operating procedures of its Board Nomination Committee, aiming to strengthen corporate governance and optimise leadership selection.

Key features of the document are:

1. Committee Composition • The Nomination Committee will comprise a minimum of three directors, with independent non-executive directors (INEDs) forming the majority. • The committee chair must be either the Board chair or an INED and is appointed by the Board. • Members serve coterminous with the Board; any loss of director status or independence triggers automatic disqualification and a replacement must be appointed under the same rules.

2. Core Responsibilities • Annual review of Board size, structure and diversity—including skills, gender, age, cultural and educational background—to align with company strategy. • Formulation of criteria, procedures and recommendations for the selection, appointment and re-appointment of directors and senior management (general manager, vice presidents, CFO, Board secretary and other designated executives). • Identification and recommendation of director candidates, assessment of INED independence and succession planning for key roles such as Board chair and general manager. • Development, implementation and monitoring of the Board Nomination Policy and Board Diversity Policy, with progress to be disclosed annually in the corporate governance report. • Oversight of director training, professional development, code of ethics compliance and overall corporate governance guidelines.

3. Decision-Making & Meetings • The committee must meet at least once per year; notices are sent seven days in advance unless urgent matters arise. • A quorum requires two-thirds attendance, each member holds one vote, and resolutions pass by simple majority. Members must abstain from discussions where they have conflicts of interest. • Senior management must supply complete and timely information; the committee may engage external search firms at the company’s expense when needed.

4. Reporting & Transparency • The committee reports its resolutions to the Board and publishes its terms of reference on both the Hong Kong Stock Exchange and company websites. • The committee chair will attend annual general meetings to address shareholder questions related to nomination and governance matters. • Meeting minutes are maintained by the company secretary and made available to directors upon request.

5. Effective Date & Amendments • The Terms of Reference take effect immediately upon Board approval, with any future amendments subject to Board consent and alignment with prevailing laws, HKEX Listing Rules and the company’s Articles of Association.

TJCD positions these measures as integral to enhancing Board effectiveness, reinforcing transparency and ensuring that leadership appointments are conducted through a structured, merit-based process.