CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Appointment and Re-election On 4th March 2024, the Nomination Committee, having Potential new Directors are identified and considered by reviewed the Board’s composition and after taking into the Nomination Committee for appointment by the Board. account the requirement that all directors are subject to A Director appointed by the Board is subject to election election or re-election (as the case may be) in accordance by shareholders at the first annual general meeting after with the Company’s Articles of Association, nominated his or her appointment, and all Directors are subject to Fanny Lung, Martin Murray, Richard Sell and Angela Zhu for re-election by shareholders every three years. recommendation to shareholders for election or re-election at the 2024 Annual General Meeting. The nominations were Potential new Board members are identified on the basis made in accordance with objective criteria (including of skills, knowledge and experience which, on assessment gender, age, cultural and educational background, by the Directors, will enable them to make a positive ethnicity, professional experience, skills, knowledge, length contribution to the diversity and performance of the of service, number of directorships of listed companies and Board. The Company reviews the composition of the the legitimate interests of the Company’s principal Board on a continuing basis by keeping track of the shareholders), with due regard for the benefits of diversity, tenure of Directors and the need for new or replacement as set out in the Board Diversity Policy. The Nomination Directors to be appointed (as the case may be) and Committee is satisfied with the independence of Angela maintaining a pipeline of candidates comprising internal Zhu having regard to the criteria set out in the Listing Rules. and external candidates as may be identified from time The Board, having considered the recommendation of the to time. Executive search agencies may be engaged as Nomination Committee and having taken into account the appropriate to identify external candidates with the respective contributions of Fanny Lung, Martin Murray, desirable skillsets. The composition of the Board includes Richard Sell and Angela Zhu to the Board and their firm directors who are appointed as independent non- commitment to their roles, recommended all of them for executive directors, nomination from substantial election or re-election (as the case may be) at the 2024 shareholder and executives of the Company. Annual General Meeting. The particulars of the Directors In assessing the suitability of a proposed candidate standing for election or re-election are set out in the (including Directors eligible for election or re-election), section of this annual report headed Directors and Officers the following non-exhaustive list of factors will be and will also be set out in the circular to shareholders to be considered: distributed with this annual report and posted on the Company’s website. • the corporate strategy of the Company Full details of changes in the Board during the year and to • the structure, size, composition and needs of the Board the date of this report are provided in the section of this • the potential contributions a candidate can bring to the annual report headed Directors’ Report. Board, including the desirable skillsets, experience and other attributes that are complementary to the Board Board Diversity • the qualifications, integrity and expected time commitment of the candidate The Board has adopted a Board Diversity Policy, which is • various aspects of diversity (including gender, age, available on the Company’s website. Responsibility for the cultural and educational background and ethnicity) implementation, monitoring and annual review of this with reference to the Board Diversity Policy of the policy has been delegated to the Nomination Committee. Company • the independence of a candidate to be appointed as an Independent Non-Executive Director 100