THAC Group (Holdings) Limited has issued an amended and restated Terms of Reference for its Nomination Committee, effective 31 March 2026. The updated charter reinforces governance standards in director selection, board diversity and succession planning.
The Nomination Committee will comprise at least three non-executive directors—most of whom must be independent—and must include at least one director of a different gender. A quorum is set at two members, and the chairmanship will be held by either the board chair or an independent non-executive director.
Key responsibilities include: • Formulating and regularly reviewing a board-nomination policy, including disclosure of nomination procedures and progress under GEM Listing Rules. • Conducting an annual evaluation of board structure, size, skill matrix and diversity factors such as gender, age, ethnicity and professional background. • Identifying and recommending director candidates, assessing the independence of independent non-executive directors and advising on appointments or re-appointments. • Overseeing board performance evaluations, monitoring directors’ time commitment and reviewing succession plans for the board chair, chief executive and senior management. • Monitoring implementation of the board diversity policy, setting measurable objectives and reporting outcomes in the Corporate Governance Report. • Providing detailed disclosure when proposing independent non-executive directors for election, including independence rationale, time-commitment assessment for directors holding seven or more listed-company posts, and the candidate’s contribution to board diversity.
The Committee is authorised to seek external legal or professional advice and is guaranteed sufficient resources to fulfil its mandate. It must meet at least once annually, may pass unanimous written resolutions, and will report its decisions to the board.
Draft and final meeting minutes will be circulated to all committee and board members, and the updated Terms of Reference will be posted on both the company’s and Hong Kong Stock Exchange’s websites free of charge.