VCREDIT Holdings Limited has released Version 4 of the Terms of Reference for its Nomination Committee, reflecting revisions approved in June 2026. The updated charter formalises the Committee’s remit and introduces enhanced governance measures aimed at ensuring an effective, diverse, and independent board structure.

Key Provisions and Changes

1. Committee Purpose • The Nomination Committee is mandated to identify and recommend director candidates, oversee Board performance evaluations, and formulate nomination guidelines consistent with Hong Kong listing standards.

2. Composition Requirements • The Committee must comprise a majority of independent non-executive directors. • At least two members are required to be of different genders, reinforcing diversity objectives. • The Board chairman or an independent non-executive director will chair the Committee.

3. Meeting Protocols • A minimum of one meeting per year is stipulated, with additional meetings convened as needed. • Quorum is set at two members, and each member holds one vote; the chair has a casting vote in the event of a tie. • Written resolutions signed by all members are deemed as valid as meetings.

4. Authority and Resources • The Committee receives full access to management and the authority to engage external advisers at the Company’s expense, ensuring sufficient resources for its duties.

5. Core Responsibilities • Annual review of Board structure, size, skills matrix, and composition, with recommendations aligned to corporate strategy. • Development of criteria for evaluating director candidates and assessment of independence for non-executive directors. • Recommendation on appointments, re-appointments, and succession planning, particularly for the Board chairman and chief executive. • Formulation and disclosure of policies promoting diversity on the Board and within senior management. • Regular evaluation of directors’ time commitment and contribution.

6. Reporting and Accountability • The Committee will report its decisions and recommendations to the Board, subject to regulatory constraints. • The chairman of the Committee, or an appointed delegate, will attend the Company’s annual general meeting to address shareholder queries regarding nomination matters.

The revised Terms of Reference underscore VCREDIT’s commitment to robust corporate governance, transparent nomination processes, and enhanced diversity across its leadership structure.