Annual Report 2022

CORPORATE GOVERNANCE REPORT 35 The United Laboratories International Holdings Limited Annual Report 2022 NOMINATION COMMITTEE The Board has established a Nomination Committee to ensure fair and transparent procedures for the appointment, re-election and removal of directors to the Board. The Nomination Committee currently comprises three independent non-executive directors, namely Mr. Chong Peng Oon, Prof. Song Ming and Ms. Fu Xiao Nan. Prof. Song Ming is the chairman of the Nomination Committee. The Nomination Committee held one meeting during the year to discuss re-election of directors. During selection and recommendation of candidates for directors, the Committee will consider about experience, qualification, suitability of the candidates and diversity of board composition. The Board will approve the appointments based on the same criteria. The terms of reference of the Nomination Committee, a copy of which is posted on the Company’s website, are consistent with the terms set out in the relevant section of the CG Code. RISK MANAGEMENT COMMITTEE The Company has established a Risk Management Committee in February 2016. The Risk Management Committee comprises two independent non-executive directors, namely Mr. Chong Peng Oon and Prof. Song Ming, and two executive directors, namely Mr. Leung Wing Hon and Ms. Choy Siu Chit. Mr. Chong Peng Oon is the chairman of the Risk Management Committee. The major duties of the Risk Management Committee include overseeing and reviewing the Group’s risk management and internal control systems. The Risk Management Committee held one meeting during the year to review the Group’s risk management and internal control systems. The terms of reference of the Risk Management Committee are posted on the Company’s website. CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS AND RELEVANT EMPLOYEES The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) set out in Appendix 10 to the Listing Rules as its own code of conduct for director’s securities transactions. Having made specific enquiry, all directors confirmed that they had complied with the required standard set out in the Model Code throughout the year ended 31 December 2022. To comply with code provision C.1.3 of the CG Code, the Company has adopted standard code for the code of conduct for relevant employees’ securities transactions to regulate certain employees of the Group who are deemed to be in possession of unpublished price sensitive information of the Company when dealing in the securities of the Company.