Nomination Committee

(Extracted from Annual Report 2023)

The Nomination Committee consists of three Non-Executive Directors, Spencer Fung, Thomas Choi and Adam Fenwick. Two of the Committee members are Independent Non-Executive Directors, one of whom, Spencer Fung, is Chairman. All the members served for the whole of 2023.

The terms of reference of the Nomination Committee comply with the CG Code and are posted on the Company's website.

The Nomination Committee’s duties include:

to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy
to identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorship
to assess the independence of the Independent Non-Executive Directors
to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman and the Chief Executive
to review the implementation and effectiveness of the Company’s policy on board diversity on an annual basis

The Nomination Committee met once in 2023. A summary of its work is as follows:

conducted (i) an annual review of the structure, size and composition (including the skills, knowledge and experience) of the Board and considered that the Board’s composition reflects an appropriate mix of skills, experience and diversity among its members that are relevant to the Company’s strategy, governance and business and contributes to the Board’s effectiveness;
(ii) an annual assessment of the independence of each Independent Non-Executive Director and considered all of the Independent Non-Executive Directors to be independent; and (iii) an annual review of the implementation and effectiveness of the Company’s Board Diversity Policy and considered it to be appropriate
reviewed the Board’s target of maintaining not less than 30% of female Board members and considered it to be appropriate
made recommendations to the Board in respect of the proposed appointments of new Directors and the re-election of the Directors retiring at the 2023 Annual General Meeting

The Nomination Committee assessed the Board’s diversity by reviewing a comparison against industry and peer group companies, and the relevant experience and skillsets of the Directors. The Committee considered that:

the ratios for the objective criteria (e.g. age, gender and ethnicity) amongst Board members were reasonable
the Company was in a good position in terms of gender diversity compared with its peers
the Board shall maintain not less than 30% of female members on the Board

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