CORPORATE GOVERNANCE & SUSTAINABILITY | CORPORATE GOVERNANCE In order to achieve a diversity of perspectives among Chairman. Its terms of reference comply with the CG Code members of the Board, it is the policy of the Company to and are posted on the Company’s website. consider a number of factors when deciding on The Nomination Committee’s duties include: appointments to the Board and the continuation of those appointments. Such factors include gender, age, cultural and • to review the structure, size and composition (including educational background, ethnicity, professional experience, the skills, knowledge and experience) of the Board at skills, knowledge, length of service and the legitimate least annually and make recommendations on any interests of the Company’s principal shareholders. proposed changes to the Board to complement the The Board is committed to maintaining an appropriate Company’s corporate strategy percentage of female members, which shall be no less than • to identify individuals suitably qualified to become 30% at all times. board members and select or make recommendations to the Board on the selection of individuals nominated The Company is also committed to maintaining a gender for directorship balance in the workforce with a target of keeping the • to assess the independence of the Independent Non- female ratio at no less than 40% at all times. Details of Executive Directors gender diversity in the workforce are disclosed in the • to make recommendations to the Board on the section of this annual report headed Sustainable appointment or re-appointment of Directors and Development. succession planning for Directors, in particular the The Company has adopted the following measures to Chairman and the Chief Executive develop a pipeline of potential successors to the Board: • to review the implementation and effectiveness of the Company’s policy on board diversity on an annual basis • The Company keeps track of the tenure of Directors The Nomination Committee met twice in 2022 and once in and the need for new or replacement directors to be 2023 up to the date of this annual report. A summary of its appointed (as the case may be), and maintains a work is as follows: running list of candidates comprising internal and external candidates as may be identified from time • it conducted (i) an annual review of the structure, size to time and composition (including the skills, knowledge and • Principles and key criteria for evaluating candidates experience) of the Board and considered that the for directorship are set out in the Nomination Board’s composition reflects an appropriate mix of skills, Committee’s terms of reference and the Company’s experience and diversity among its members that are Board Diversity Policy relevant to the Company’s strategy, governance and business and contributes to the Board’s effectiveness; • The skills and experience of existing Directors help set (ii) an annual assessment of the independence of each the criteria for internal and external candidate search Independent Non-Executive Director and considered all • Executive search agencies may be engaged as of the Independent Non-Executive Directors to be appropriate to identify external candidates with independent; and (iii) an annual review of the desirable skillsets implementation and effectiveness of the Company’s Board Diversity Policy and considered it to be Nomination Committee appropriate • it endorsed for approval by the Board the proposal to The Nomination Committee consists of three Non- maintain a percentage of female Directors at no less Executive Directors, T.T.K. Choi, N.A.H. Fenwick and S.T. than 30% Fung. Two of the Committee members are Independent • it made recommendations to the Board in respect of the Non-Executive Directors, one of whom, S.T. Fung, is re-election of the Directors retiring at the 2023 Annual General Meeting 100