On 21 March 2012, Nanyang Holdings Limited (Stock Code: 212) established a Nomination Committee and subsequently revised its Terms of Reference on 2 September 2015, 22 March 2023, and 4 December 2025. The updated guidelines outline requirements for at least three committee members, with a majority comprising Independent Non-Executive Directors and at least one director of a different gender.

Under these Terms of Reference, the Nomination Committee meets at least once annually and is tasked with reviewing the Board’s overall composition, including factors such as professional expertise, experience, and diversity of background. The committee also makes recommendations on director appointments, re-appointments, and succession planning, ensuring alignment with the company’s strategic needs. A key responsibility involves assessing the independence of INEDs and overseeing relevant disclosure requirements when proposing new independent directors.

The minutes of each committee meeting are circulated to all Board members. Should an INED exceed nine years of service, the revised Terms of Reference stipulate a separate resolution by shareholders for re-appointment. The Nomination Committee’s performance and Terms of Reference are reviewed annually, with the final document published on both the company’s website and the website of Hong Kong Exchanges and Clearing Limited.