Annual Report 2020

China Merchants China Direct Investments Limited Annual Report 2020 55 CORPORATE GOVERNANCE REPORT (CONTINUED) BOARD OF DIRECTORS (CONTINUED) Audit Committee (continued) The scope of work done by the Audit Committee during the year under review includes the following: ‧ reviewed and recommended the Board to approve the audit fee proposal for the year 2020; ‧ reviewed the interim report and the interim results announcement for the six months ended 30 June 2020; ‧ reviewed the audit plan for the year 2020 to assess the general scope of audit work; ‧ reviewed the annual report (including audited consolidated financial statements) and the final results announcement for the year 2019; and ‧ considered the internal controls assessment report prepared by the international accountancy firm. Nomination Committee and Nomination Policy The Board has established a Nomination Committee with specific terms of reference in accordance with the Code and it comprises a majority of Independent Non-executive Directors. The terms of reference of the Nomination Committee are available on the Company’s website. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy. It shall consider the suitability of a candidate to become Board member and assess the independence of Independent Non-executive Directors taking into account the independence requirements set out in Rule 3.13 of the Listing Rules. When considering a candidate to be appointed or re-elected as a Director of the Company, the Nomination Committee shall follow the nomination criteria and process as described below and as adopted by the Board from time to time. It is also provided with sufficient resources enabling it to perform its duties. In identifying and selecting a suitable candidate, the Nomination Committee will follow the nomination criteria set out below: (a) character and integrity; (b) qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy; (c) willingness to devote adequate time to discharge duties as Board member; (d) board diversity policy and any measurable objectives adopted for achieving diversity on the Board; (e) requirement for the Board to have Independent Non-executive Directors in accordance with the Listing Rules; and (f) such other perspectives appropriate to the Company’s business or as suggested by the Board.