100 CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Appointment and Re-election Potential new Directors are identified and considered by the Nomination Committee for appointment by the Board. A Director appointed by the Board is subject to election by shareholders at the first annual general meeting after his or her appointment, and all Directors are subject to re-election by shareholders every three years. Potential new Board members are identified on the basis of skills, knowledge and experience which, on assessment by the Directors, will enable them to make a positive contribution to the diversity and performance of the Board. The Company reviews the composition of the Board on a continuing basis by keeping track of the tenure of Directors and the need for new Directors to be appointed and maintaining a pipeline of candidates comprising internal and external candidates as may be identified from time to time. Executive search agencies may be engaged as appropriate to identify external candidates with the desirable skillsets. The composition of the Board includes directors who are appointed as Independent Non-Executive Directors, nomination from substantial shareholder and executives of the Company. In assessing the suitability of a proposed candidate (including Directors eligible for election or re-election), the following non-exhaustive list of factors will be considered: • the corporate strategy of the Company • the structure, size, composition and needs of the Board • the potential contributions a candidate can bring to the Board, including the desirable skillsets, experience and other attributes that are complementary to the Board • the qualifications, integrity and expected time commitment of the candidate • various aspects of diversity (including gender, age, cultural and educational background and ethnicity) with reference to the Board Diversity Policy of the Company • the independence of a candidate to be appointed as an Independent Non-Executive Director During 2024, the Nomination Committee identified Yan Yan as a potential new candidate for directorship. On 4th March 2024, having regard to the qualifications and merits of the candidate and the benefits of diversity on the Board, the Nomination Committee nominated Yan Yan as an Independent Non-Executive Director. The Nomination Committee is satisfied with the independence of Yan Yan having regard to the criteria set out in the Listing Rules. On 22nd April 2024, the Board, having considered the recommendation of the Nomination Committee and having taken into account the skills, professional experience, cultural and educational background and diversity of perspectives that Yan Yan could bring and contribute to the Board, appointed her as an Independent Non-Executive Director with effect from the conclusion of the Company’s 2024 Annual General Meeting held on 7th May 2024. On 4th March 2025, the Nomination Committee, having reviewed the Board’s composition and after taking into account the requirement that all Directors are subject to election or re-election (as the case may be) in accordance with the Company’s Articles of Association, nominated Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma, Merlin Swire and Yan Yan for recommendation to shareholders for election or re-election at the 2025 Annual General Meeting. The nominations were made in accordance with objective criteria (including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, length of service, number of directorships of listed companies and the legitimate interests of the Company’s principal shareholders), with due regard for the benefits of diversity, as set out in the Board Diversity Policy. The Nomination Committee is satisfied with the independence of Spencer Fung and Yan Yan having regard to the criteria set out in the Listing Rules. On 11th March 2025, the Board, having considered the recommendation of the Nomination Committee and having taken into account the respective contributions of Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma, Merlin Swire and Yan Yan to the Board and their firm commitment to their roles, recommended all of them for election or re-election (as the case may be) at the 2025 Annual General Meeting. The particulars of the Directors standing for election or re-election are set out in the section of this annual report headed Directors and Officers and will also be set out in the circular to shareholders to be distributed with this annual report and posted on the Company’s website. Full details of changes in the Board during the year and to the date of this report are provided in the section of this annual report headed Directors’ Report. Board Diversity The Board has adopted a Board Diversity Policy, which is available on the Company’s website. Responsibility for the implementation, monitoring and annual review of this policy has been delegated to the Nomination Committee.