Guoquan Food (Shanghai) Co., Ltd. released the full Terms of Reference for its Board Nomination Committee, detailing composition, authority and operating procedures aimed at tightening corporate governance standards in line with PRC Company Law and Hong Kong Listing Rules.
Key structural features • Composition: The committee will comprise three directors, with independent non-executive directors forming a majority. • Leadership: The chair must be either the Board chair or an independent non-executive director, elected by committee members and ratified by the Board. • Tenure: Committee members serve concurrent terms with their directorships and may be re-elected. Loss of directorship or independence leads to automatic disqualification.
Mandate and responsibilities • Board composition review: Assess Board size, skills mix and independence at least annually and recommend adjustments aligned with strategy. • Candidate selection: Formulate criteria, identify and evaluate candidates for directors, the general manager and other senior management roles, including succession planning—particularly for the Board chair. • Diversity policy: Maintain and periodically update a Board diversity policy, disclosing measurable gender targets and progress in the Company’s annual report. • Performance assessment: Ensure a formal Board performance evaluation at least every two years, determining methodology (internal or external), scope and follow-up actions. • Governance oversight: Monitor implementation of corporate governance policies, review compliance with the Hong Kong Corporate Governance Code and supervise codes of conduct for directors and employees.
Operating mechanics • Meeting cadence: At least one regular meeting annually, with five days’ notice; extraordinary meetings require two days’ notice. A quorum of two-thirds of members is mandatory, and resolutions pass by simple majority. • Decision process: All proposals and findings are submitted to the Board for final approval. The committee may engage external advisers at the Company’s expense. • Documentation and confidentiality: Minutes are to be circulated promptly, signed by attending members and archived for a minimum of 10 years. Participants must not disclose deliberations without authorization. • Shareholder engagement: The committee chair, or a designated member, will attend the Company’s annual general meeting to address shareholder queries on nomination matters.
Effective date The Terms of Reference take effect upon Board approval, superseding any prior related provisions and defaulting to prevailing laws and the Company’s Articles of Association in case of discrepancies.