CiDi Inc. (希迪智駕科技股份有限公司) has published an updated Terms of Reference outlining the structure, authority and operating procedures of its Board Nomination Committee.

Key points include:

• Committee Composition: The body will comprise three directors, with independent non-executive directors forming the majority and at least one member of a different gender. The chair must be either the Board chairman or an independent non-executive director.

• Core Responsibilities: The committee will annually review Board size and skill mix, oversee director and senior management selection processes, assess the independence of independent non-executive directors, formulate Board diversity policy, and make recommendations on appointments, re-appointments and succession planning.

• Decision-making Framework: Meetings require a two-thirds quorum and resolutions must gain a simple majority. Regular meetings will be held at least once a year, with extraordinary sessions convenable on two days’ notice.

• Resources and Reporting: The committee is empowered to seek independent professional advice at the company’s expense and must report its decisions and recommendations to the Board.

• Implementation: The revised rules take effect upon Board approval and will be available on both the Hong Kong Stock Exchange and company websites.