Envision Greenwise Holdings Limited published a revised set of Terms of Reference for its Nomination Committee, last updated on 25 June 2026. Key points are as follows:
• Committee Structure – The Board must appoint at least three members, with a majority being independent non-executive directors. A quorum requires two members, including at least one independent non-executive director. The committee is chaired by either the Board Chairman or an independent non-executive director.
• Meeting Frequency – Sessions will be held no fewer than once per year, with additional meetings convened at the request of any committee member. Agendas and papers must be circulated at least three days in advance.
• Authority & Resources – The committee may request information from any employee and obtain independent professional advice at the company’s expense. It holds responsibility for setting selection criteria and engaging external consultants when required.
• Principal Duties – Responsibilities include: – Annual review of Board structure, size and composition, maintaining a board skills matrix, and recommending changes aligned with corporate strategy. – Oversight of the Board Diversity Policy, including setting and monitoring measurable objectives. – Development and periodic review of the Director Nomination Policy and disclosure of its implementation. – Recommendations on appointments, re-appointments and succession planning, particularly for the Board Chair. – Support for regular Board performance evaluations and assessment of independent non-executive directors’ independence.
• Additional Recommendations – The committee advises on succession plans for executive and non-executive directors, membership of other board committees, and re-appointment of non-executive directors at term completion.
• Reporting & Disclosure – Full minutes must be kept and made available to directors. The committee reports to the Board on decisions and recommendations and approves all related disclosure statements for annual and interim reports as well as website postings.
• Annual Review – The Terms of Reference will be reviewed each year, with any proposed amendments submitted to the Board for approval.
These measures aim to strengthen governance transparency and ensure Board composition aligns with Envision Greenwise’s strategic objectives.