Tianqi Lithium Corporation released the new Terms of Reference for its Board Nomination and Governance Committee, refining the committee’s composition, authority and operating procedures.

Key Provisions

1. Committee Size and Composition • The committee will comprise three directors, including two independent non-executive directors and at least one female member. • An independent non-executive director will serve as convenor, elected by a simple majority of committee members and approved by the full board.

2. Qualification Requirements • Members must meet statutory, regulatory and Shenzhen/Hong Kong listing-rule standards, including no public censure by any stock exchange or administrative penalties from the China Securities Regulatory Commission within the past three years. • Professional background is required in human-resources, enterprise management, finance or law.

3. Principal Responsibilities • Recommend the size, structure and skills matrix of the board, senior management and other key positions. • Nominate, review and evaluate candidates for directors and senior executives, including independence checks for prospective independent directors. • Lead annual performance evaluations of directors and senior management, monitoring whether non-executive directors devote sufficient time. • Oversee corporate-governance policies, board diversity targets, internal controls and the establishment or adjustment of specialised board committees.

4. Operating Mechanics • Meetings must be held at least once a year; notices are issued five working days in advance. • A quorum requires the attendance (in person or by proxy) of at least two-thirds of members; resolutions pass with a simple majority. • Interested members must recuse themselves from voting where conflicts of interest exist; their votes and presence are excluded from the quorum calculation.

5. Tenure and Continuity • Committee members serve concurrent terms with the board and may be re-elected. • If membership falls below two-thirds due to resignation or dismissal, the board must appoint replacements promptly, and the committee’s functions are suspended until the quota is restored.

6. Record-Keeping and Disclosure • Written minutes are required for every meeting and held for a minimum of 10 years. • Where the board rejects committee recommendations, the board must disclose the committee’s views and reasons for divergence.

The updated charter became effective upon approval at the second meeting of Tianqi Lithium’s seventh board session and supersedes previous versions in areas of conflict.