IMPACT Therapeutics, Inc. released the “Terms of Reference of the Nomination Committee of the Board of Directors,” outlining a revamped governance framework aimed at optimizing board composition and succession planning.

Key features:

1. Committee Composition • Minimum of three directors; a majority must be independent non-executive directors. • At least one committee member must be of a different gender to foster diversity. • The chair is either the Board chairman or an independent non-executive director and is appointed by the Board.

2. Core Responsibilities • Develop selection criteria, search processes and reserve plans for directors and senior management, considering culture, education and professional experience. • Annually review the Board’s structure, size, skills matrix and diversity policy, and recommend adjustments aligned with corporate strategy. • Assess the independence of proposed independent non-executive directors and disclose the evaluation process in shareholder circulars. • Monitor directors’ time commitment, integrity and professional qualifications, with specific compliance checks against Hong Kong Listing Rules. • Support performance evaluations of the Board and its committees, providing succession recommendations for key roles such as chairman and general manager.

3. Operating Procedures • Hold at least one regular meeting each year; extraordinary meetings can be convened by the committee chair, more than half of its members or the Board chairman. • Meetings require a two-thirds quorum, including at least one independent non-executive director. • Decisions are passed by majority vote; the chair holds a casting vote in case of a tie. • Written minutes must record discussions in detail and be accessible to any director on request.

4. Recusal and Conflict-of-Interest Rules • Members with direct or indirect interests in agenda items must declare such interests and may be required to abstain from voting. • If recusals reduce attendance below quorum, matters are escalated to the full Board for resolution.

5. Resource Allocation and Transparency • The company must provide sufficient resources for the committee’s work, including external advisers when necessary. • The full Terms of Reference will be posted on both the Hong Kong Stock Exchange and company websites upon listing of the company’s H shares.

The new Terms of Reference will come into effect once IMPACT Therapeutics’ H shares commence trading on the Hong Kong Stock Exchange, reinforcing the company’s commitment to enhanced corporate governance and board diversity.