Logory Logistics Technology Co., Ltd. has released a revised set of Terms of Reference for its Board Nomination Committee, formalising the committee’s structure, authority and operational procedures in line with PRC Company Law and Hong Kong Listing Rules.

Key features of the updated charter include:

• Committee Composition – Minimum of three directors with a majority of independent non-executive directors (INEDs). – At least one member must be of a different gender. – The committee chair is either the Board Chair or an INED, subject to Board approval.

• Core Responsibilities – Annual review of Board size, structure and skill matrix. – Formulation of selection criteria and procedures for directors and senior management (defined as the general manager, CEO, deputy general managers, CTO, CFO, Board secretary and other executives recognised by the Board). – Identification, evaluation and recommendation of candidates; assessment of INED independence; and succession planning for key roles, including the Board Chair, CEO and general manager. – Support for regular Board performance evaluations.

• Meeting Protocols – At least one regular meeting per year; ad-hoc meetings may be convened by the committee chair, two committee members or the Board. – Three-day advance notice is required for meetings, except in emergencies. – A quorum of two-thirds of members is mandatory, and resolutions pass by simple majority. – Members must abstain from voting on matters in which they have an interest.

• Resource Allocation and Reporting – The Board Office acts as liaison, handling notices, minutes and logistical support, with the HR Centre assisting as needed. – The committee may engage external advisers at the company’s expense. – Decisions are reported to the full Board and will be disclosed on the company’s and Hong Kong Stock Exchange websites.

• Board Diversity Policy – The committee is tasked with monitoring and implementing diversity across gender, age, cultural background, professional experience and tenure when proposing director candidates.

• Effective Date and Interpretation – The revised Terms of Reference take effect upon Board approval, superseding prior versions. – The Board retains interpretative authority and will amend the terms to remain compliant with evolving laws and listing regulations.

By codifying these provisions, Logory seeks to bolster transparency, independence and diversity in its nomination processes, reinforcing overall corporate governance standards.