Ocean One Holding Ltd. (the “Company”) announced revisions to the terms of reference (“TOR”) for its Remuneration Committee, originally established by the board of directors on 21 September 2017. These revisions were adopted on 30 October 2025 and will become effective on 3 November 2025.
According to the updated TOR, the Remuneration Committee is tasked with assisting the board in determining and reviewing remuneration policies for directors and senior management, including incentive schemes and service contracts. The membership of the Committee consists of directors, with most being independent non-executive directors, and at least three members are required at any time. The chairman must be an independent non-executive director and cannot be the chairman of the board.
The Remuneration Committee is authorized to seek information from management, obtain independent professional advice at the Company’s expense, and is provided with sufficient resources to carry out its duties. It reviews and approves remuneration proposals for executive directors and senior management, ensuring no individual director is involved in deciding his or her own remuneration. The updated TOR also outlines meeting procedures, including notice requirements, quorum details, and voting protocols.
Full minutes of the Committee’s meetings are to be kept, with decisions reported to the board. The work of the Remuneration Committee will be summarized in the Company’s annual corporate governance report, which includes disclosure on directors’ remuneration policies. The updated TOR will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company.