VESON Holdings Limited (VESON HLDG) released an updated “Terms of Reference for Nomination Committee,” replacing the version adopted in 2013 and formally revised on 2 June 2026. The core changes focus on committee composition, meeting frequency, authority and expanded responsibilities.

Key points include:

• Composition and Independence: The committee will be appointed by the Board with a majority of independent non-executive directors, aligning with Hong Kong Listing Rules. At least one member must be of a different gender, underscoring the company’s commitment to board diversity.

• Leadership and Quorum: An independent non-executive director or the Board Chairman will chair the committee. Meetings require a quorum of two members, and the committee must convene at least once a year.

• Authority and Resources: The committee gains explicit authority to set selection procedures for directors and may obtain independent professional advice at the company’s expense.

• Responsibilities: Annual review of Board structure, size and composition; maintenance of a board skills matrix; assessment of independent director eligibility; recommendations on appointments, re-appointments and succession planning, particularly for the chairman and chief executive; oversight of Board performance evaluations; and review of the company’s corporate-governance guidelines, including disclosure of measurable diversity objectives.

• Governance Reporting: Meeting minutes and attendance records will be circulated to members promptly. The committee must also conduct yearly self-assessment and recommend any changes to its charter to the Board.

The revised charter aims to tighten governance standards, enhance transparency and support the company’s strategic alignment through more structured Board oversight.