102 CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE In order to achieve a diversity of perspectives among members of the Board, it is the policy of the Company to consider a number of factors when deciding on appointments to the Board and the continuation of those appointments. Such factors include gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, length of service and the legitimate interests of the Company’s principal shareholders. The Board is committed to maintaining an appropriate percentage of female Board members, which shall be not less than 30% at all times. The female representation on the Board at the date of this report is 36%. The Company is also committed to maintaining a gender balance in the workforce with a target of keeping the female ratio at not less than 40% at all times. The female representation in the workforce at 31st December 2024 was 42.5%. Details of gender diversity in the workforce are disclosed in the section of this annual report headed Sustainability Review and in the Sustainability Report 2024 of the Company. The Company has adopted the following measures to develop a pipeline of potential successors to the Board: • the Company keeps track of the tenure of Directors and the need for new or replacement directors to be appointed (as the case may be), and maintains a running list of candidates comprising internal and external candidates as may be identified from time to time • principles and key criteria for evaluating candidates for directorship are set out in the Nomination Committee’s terms of reference and the Company’s Board Diversity Policy • the skills and experience of existing Directors help set the criteria for internal and external candidate search • executive search agencies may be engaged as appropriate to identify external candidates with desirable skillsets Nomination Committee The Nomination Committee comprises three Non- Executive Directors, Angela Zhu, Thomas Choi and Adam Fenwick. Two of the Committee members are Independent Non-Executive Directors, one of whom, Angela Zhu, is Chairman. Angela Zhu succeeded Spencer Fung as the Chairman of the Nomination Committee with effect from the conclusion of the 2024 Annual General Meeting held on 7th May 2024. All the other members served for the whole of 2024. The terms of reference of the Nomination Committee comply with the CG Code and are posted on the Company’s website. The Nomination Committee’s duties include: • to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy • to identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorship • to assess the independence of the Independent Non- Executive Directors • to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman and the Chief Executive • to review the implementation and effectiveness of the Company’s policy on board diversity on an annual basis The Nomination Committee met once in 2024. A summary of its work is as follows: • conducted (i) an annual review of the structure, size and composition (including the skills, knowledge and experience) of the Board and considered that the Board’s composition reflects an appropriate mix of skills, experience and diversity among its members that are relevant to the Company’s strategy, governance and business and contributes to the Board’s effectiveness; (ii) an annual assessment of the independence of each Independent Non-Executive Director and considered all of the Independent Non-Executive Directors to be independent; and (iii) an annual review of the implementation and effectiveness of the Company’s Board Diversity Policy and considered it to be appropriate • reviewed the Board’s target of maintaining not less than 30% of female Board members and considered it to be appropriate • made recommendations to the Board in respect of the proposed appointment of a new Director and the election and re-election of the Directors retiring at the 2024 Annual General Meeting