Fameglow Holdings Limited (the “Company”) has revised and adopted a new set of Terms of Reference for its Nomination Committee, effective 30 June 2026. Key points are as follows:
1. Committee Structure • Membership will comprise a minimum of three directors, with a majority being independent non-executive directors (INEDs). • At least one member must be of a different gender, reinforcing the Company’s board-level diversity objectives. • The committee chair will be appointed by the Board and must be either the Board Chairman or an INED.
2. Meeting Protocols • Meetings will be convened on an as-needed basis, with at least seven days’ notice, unless unanimously waived. • A quorum requires any two members; resolutions are passed by a simple majority. • Participation is permitted in person, by telephone, or via video conference.
3. Core Responsibilities • Annual review of the Board’s structure, size, skills mix and experience, supported by a formal skills matrix. • Identification and nomination of suitably qualified director candidates, with specific reference to the Board Diversity Policy. • Ongoing assessment of INED independence and recommendations on director appointments, re-appointments and succession planning, particularly for the Board Chair and CEO roles. • Oversight of board performance evaluations and periodic review of diversity objectives and progress. • Disclosure requirements for proposed INED appointments include detailing selection processes, independence rationale, capacity assessments for directors with seven or more listed company roles, and diversity contributions.
4. Governance & Reporting • The committee will report to the Board after each meeting and has authority to seek independent professional advice at the Company’s expense. • Minutes will be prepared by the Company Secretary and made available to directors upon request. • The updated Terms of Reference will be published on both the Hong Kong Stock Exchange and the Company’s websites.
The revised charter aims to strengthen governance, enhance transparency and formalize the Company’s commitment to board diversity ahead of its 30 June 2026 effective date.