Dragon Gold Mining Limited released an updated Terms of Reference for its Nomination Committee, effective 2 September 2026, detailing expanded responsibilities and governance protocols aimed at enhancing board effectiveness and diversity.

Key structural changes • Membership now requires a minimum of three directors, with a majority being Independent Non-Executive Directors (INEDs) and at least one director of a different gender. • The Committee chair must be either the Board Chairman or an INED, and the company secretary acts as Committee secretary. • A quorum is set at two members, and written resolutions signed by all members carry the same authority as in-person meetings.

Expanded duties and authority • Annual review of board structure, size, skills matrix and succession planning, including specific oversight of gender diversity objectives. • Formal responsibility to assess INED independence, each director’s time commitment, and the overall performance of the Board. • Authority to obtain independent professional advice at the Company’s expense to fulfill its mandate. • Ongoing monitoring of both the Board Diversity Policy and the Workforce Diversity Policy.

Nomination policy highlights • Candidates are evaluated on time commitment, contribution to diversity, professional expertise and ability to uphold governance standards, including service on key board committees. • INED candidates are assessed under Listing Rule 3.13, with additional scrutiny for those proposed after nine years of service or holding seven or more listed directorships. • The Board must disclose detailed justification for electing or re-electing INEDs in shareholder circulars, including independence rationale, tenure, skillset contributions and diversity impact.

Reporting and transparency • Minutes and written resolutions of the Nomination Committee are submitted to the Board at its next meeting. • The updated charter will be published on both the Hong Kong Stock Exchange and company websites, with future revisions aligned to regulatory changes.

The revised charter underscores Dragon Gold Mining’s commitment to robust governance, transparent nomination procedures and a more diverse leadership framework.