Annual Report 2022

2022 Annual Report Transport International Holdings Limited 125 (c) Supervision of the Company’s Environmental, Social and Governance (“ESG”) Strategies and Reporting Process Monitored and reviewed group-level strategies, policies and sustainability matters; Formed a Task Force to oversee and evaluate the Company’s sustainability performance and risks; and Reviewed the Sustainability Report of the Company in accordance with the requirements of the Listing Rules. Remuneration Committee The Board has devolved upon the Remuneration Committee the authority to formulate remuneration policies, including the establishment of guidelines to determine the terms and conditions of employment and the remuneration and retirement benefits of Directors and employees of the Group. The Remuneration Committee also draws up criteria for performance-based bonuses and makes recommendations to the Board on human resources related policies based on the Group’s goals and objectives. Details of the terms of reference, remuneration policies and work performed by the Remuneration Committee in 2022 are set out in the Remuneration Report from pages 138 to 141 of this Annual Report. Nomination Committee The Board has appointed the Nomination Committee to identify suitable candidates of high calibre and with sufficient experience for its consideration, taking into account the Board Diversity Policy. The Nomination Committee ensures that the appointment of Directors undergoes formal, stringent and transparent procedures. The majority of members of the Nomination Committee, including its Chairman, are Independent Non-executive Directors of the Company. The principal terms of reference of the Nomination Committee include: Formulating nomination policy for consideration by the Board and implementing the nomination policy established by the Board; Identifying and nominating for the approval of the Board appropriately qualified candidates for appointment as Directors; Making recommendations to the Board for the appointment or re-appointment of Directors and making recommendations regarding succession planning at the Board level including, in particular, the Chairman and the Managing Director; Reviewing and monitoring the structure, size and composition (including evaluating the balance and blend of skills, knowledge, professional experience, gender, age, cultural and educational background, and length of service) of the Board and making recommendations to the Board regarding any proposed changes; and Evaluating the degree of independence of candidates for appointment or Independent Non-executive Directors for re-election. In 2022, the Nomination Committee also performed the following main tasks: Recommended the re-election of retiring Directors; Evaluated all Independent Non-executive Directors’ confirmation of independence; Reviewed and confirmed the structure, size and composition of the Board; Reviewed the Board Diversity Policy; and Reviewed the Nomination Policy