Annual Report 2023

140 2023 Annual Report Transport International Holdings Limited CORPORATE GOVERNANCE 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 re-election of Independent Non-executive Directors. In 2023, 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. The Nomination Policy has been adopted by the Company since 2019, which sets out the latest nomination practice, such as the criteria and procedures for selections, appointment and re-appointment of the Directors. This policy can be found on the Company’s website.