CT Vision Revises Nomination Committee Charter to Strengthen Governance and Board Diversity

Bulletin Express
Mar 31

CT Vision (International) Holdings Limited has released an updated version of the Nomination Committee’s terms of reference, originally adopted on 14 July 2017 and now revised on 31 March 2026.

Key structural requirements • Membership: Minimum of three directors with a majority being independent non-executive directors (INEDs) and at least one member of a different gender. • Leadership: The committee chair must be either the board chairman or an INED. • Secretariat: The company secretary serves as committee secretary.

Meeting framework • Notice: At least seven days’ notice unless unanimously agreed otherwise. • Quorum: Two members, with INEDs forming the majority. • Frequency: At least one meeting per year, with written resolutions permitted in lieu of physical meetings. • Attendance flexibility: Members may participate via tele- or video-conference.

Principal duties • Board composition review: Annual assessment of board structure, size, skills, knowledge, experience and diversity of perspectives, supported by a board skills matrix. • Director nominations: Identification and recommendation of suitably qualified director candidates, including succession planning for the chairman and CEO. • Independence oversight: Annual evaluation of INED independence and recommendations on reappointment, particularly for INEDs serving more than nine years. • Policy monitoring: Ongoing implementation and review of the Board Diversity Policy, with disclosure of measurable objectives and progress in the company’s corporate governance report. • Service contracts: Evaluation of any director service contracts that require shareholder approval under Hong Kong Listing Rule 13.68. • Exit interviews: Formal interviews with departing directors to understand reasons for resignation.

Authority and resources • Information access: Empowered to request data or reports from any group employee or external professional advisers. • External advice: May engage independent legal, human-resource or other professional consultants at the company’s expense. • Investigative power: Full authority to commission searches, reports or surveys deemed necessary for fulfilling its mandate.

Reporting and transparency • The committee reports to the board as appropriate and presents at the company’s annual general meeting to address shareholder questions. • Full minutes are prepared and circulated within 14 days of each meeting, and the updated charter will be published on both the company’s and the Hong Kong Stock Exchange’s websites.

The revised charter reinforces CT Vision’s commitment to robust governance, transparent nomination processes and measurable board-level diversity objectives.

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