UISEE Technologies (Beijing) Co., Ltd. has released detailed Terms of Reference for its Nomination Committee, establishing clear guidelines on composition, meeting procedures, responsibilities and governance powers.

The committee will comprise at least three directors, with a majority being independent non-executive directors and at least one member of a different gender. Members are nominated by the Board chair, a majority of independent non-executive directors or more than one-third of the full Board, and are elected by the Board. The chair of the committee will be either the Board chair or an independent non-executive director appointed by the Board, and each member’s term cannot extend beyond his or her tenure as a director.

Meeting requirements include a minimum 14-day notice period (unless unanimously waived), a quorum of more than half of the members—of which at least one must be an independent non-executive director—and the ability to participate via telephone or video conferencing. Resolutions pass by simple majority, while unanimous written resolutions carry the same validity as those made in physical meetings. Minutes are to be kept by the company secretary and circulated promptly for review.

Key responsibilities are: 1. Annual review of Board structure, size, composition, skills and diversity, and maintenance of a board skills matrix. 2. Identification and recommendation of qualified director candidates and ongoing succession planning, with explicit focus on gender and professional diversity. 3. Assessment of the independence of independent non-executive directors. 4. Oversight of Board performance evaluations and monitoring of progress on Board-diversity objectives. 5. Development, review and supervision of corporate-governance policies, training of directors and senior management, regulatory compliance, codes of conduct, and mechanisms that ensure independent views are available to the Board. 6. Disclosure to shareholders of the selection process and rationale when proposing new independent non-executive directors, particularly when the nominee already holds six or more listed directorships.

The committee will report to the Board after each meeting and is empowered to request information from employees and seek independent professional advice at the company’s expense. Adequate resources must be provided to fulfill its mandate.

The company secretary will act as the committee secretary, although the committee may appoint another suitably qualified person if needed. The committee chair—or, in his or her absence, another independent non-executive committee member—must attend the company’s annual general meetings to address shareholder inquiries related to nomination matters.