CORPORATE GOVERNANCE & SUSTAINABILITY | CORPORATE GOVERNANCE Appointment and Re-election No new appointment of director was made during 2022 Potential new Directors are identified and considered by and up to the date of this annual report. On 7th March the Nomination Committee for appointment by the Board. 2023, the Nomination Committee, having reviewed the A Director appointed by the Board is subject to election by Board’s composition and after taking into account the shareholders at the first annual general meeting after his or requirement that all directors are subject to election or her appointment, and all Directors are subject to re- re-election (as the case may be) in accordance with the election by shareholders every three years. Company’s Articles of Association, nominated L.K.L. Cheng, Potential new Board members are identified on the basis of T.T.K. Choi, R.S.K. Lim and M.Y. Wu for recommendation to skills, knowledge and experience which, on assessment by shareholders for re-election at the 2023 Annual General the Directors, will enable them to make a positive Meeting. The nominations were made in accordance with contribution to the diversity and performance of the Board. objective criteria (including gender, age, cultural and The Company reviews the composition of the Board on a educational background, ethnicity, professional continuing basis by keeping track of the tenure of Directors experience, skills, knowledge, length of service, number of and the need for new or replacement Directors to be directorships of listed companies and the legitimate appointed (as the case may be) and maintaining a pipeline interests of the Company’s principal shareholders), with of candidates comprising internal and external candidates due regard for the benefits of diversity, as set out in the as may be identified from time to time. Executive search Board Diversity Policy. The Nomination Committee is agencies may be engaged as appropriate to identify satisfied with the independence of L.K.L. Cheng, T.T.K. Choi external candidates with the desirable skillsets. The and M.Y. Wu having regard to the criteria set out in the composition of the Board includes directors from multiple Listing Rules. The Board, having considered the sources, i.e., independent non-executive directors, recommendation of the Nomination Committee and nomination from substantial shareholder and internal having taken into account the respective contributions of executives. L.K.L. Cheng, T.T.K. Choi, R.S.K. Lim and M.Y. Wu to the Board and their firm commitment to their roles, recommended all In assessing the suitability of a proposed candidate of them for re-election at the 2023 Annual General (including Directors eligible for re-appointment or Meeting. J.L. Wang will also retire this year but does not re-election), the following non-exhaustive list of factors offer himself for re-election. The particulars of the Directors will be considered: standing for re-election are set out in the section of this • the corporate strategy of the Company annual report headed Directors and Officers and will also be • the structure, size, composition and needs of the Board set out in the circular to shareholders to be distributed with • the potential contributions a candidate can bring to the this annual report and posted on the Company’s website. Board, including the desirable skillsets, experience and Full details of changes in the Board during the year and to other attributes that are complementary to the Board the date of this report are provided in the section of this • the qualifications, integrity and expected time annual report headed Directors’ Report. commitment of the candidate • various aspects of diversity (including gender, age, Board Diversity cultural and educational background and ethnicity) with The Board has adopted a Board Diversity Policy, which is reference to the Board Diversity Policy of the Company available on the Company’s website. Responsibility for the • the independence of a candidate to be appointed as an implementation, monitoring and annual review of this Independent Non-Executive Director policy has been delegated to the Nomination Committee. 98