CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE In order to achieve a diversity of perspectives among The terms of reference of the Nomination Committee members of the Board, it is the policy of the Company to comply with the CG Code and are posted on the consider a number of factors when deciding on Company’s website. appointments to the Board and the continuation of those The Nomination Committee’s duties include: appointments. Such factors include gender, age, cultural and educational background, ethnicity, professional • to review the structure, size and composition (including experience, skills, knowledge, length of service and the the skills, knowledge and experience) of the Board at legitimate interests of the Company’s principal least annually and make recommendations on any shareholders. proposed changes to the Board to complement the The Board is committed to maintaining an appropriate Company’s corporate strategy percentage of female Board members, which shall be not • to identify individuals suitably qualified to become less than 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 female ratio at not less than 40% at all times. Details of Non-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 and in the Sustainability Report 2023 of succession planning for Directors, in particular the the Company. Chairman and the Chief Executive The Company has adopted the following measures to • to review the implementation and effectiveness of the develop a pipeline of potential successors to the Board: Company’s policy on board diversity on an annual basis • the Company keeps track of the tenure of Directors The Nomination Committee met once in 2023. A summary and the need for new or replacement directors to be of its work is as follows: appointed (as the case may be), and maintains a • conducted (i) an annual review of the structure, size running list of candidates comprising internal and and composition (including the skills, knowledge and external candidates as may be identified from time experience) of the Board and considered that the to time Board’s composition reflects an appropriate mix of skills, • principles and key criteria for evaluating candidates experience and diversity among its members that are for directorship are set out in the Nomination relevant to the Company’s strategy, governance and Committee’s terms of reference and the Company’s business and contributes to the Board’s effectiveness; Board Diversity Policy (ii) an annual assessment of the independence of • the skills and experience of existing Directors help set each Independent Non-Executive Director and the criteria for internal and external candidate search considered all of the Independent Non-Executive • executive search agencies may be engaged as Directors to be independent; and (iii) an annual appropriate to identify external candidates with review of the implementation and effectiveness of the desirable skillsets Company’s Board Diversity Policy and considered it to be appropriate Nomination Committee • reviewed the Board’s target of maintaining not less The Nomination Committee consists of three Non- than 30% of female Board members and considered it Executive Directors, Spencer Fung, Thomas Choi and Adam to be appropriate Fenwick. Two of the Committee members are Independent • made recommendations to the Board in respect of Non-Executive Directors, one of whom, Spencer Fung, is the proposed appointments of new Directors and the Chairman. All the members served for the whole of 2023. re-election of the Directors retiring at the 2023 Annual General Meeting 102