Timeless Resources Holdings Limited has adopted revised Terms of Reference for its Nomination Committee, effective retroactively from 1 April 2026 following board approval on 25 June 2026.
Key amendments strengthen governance in four areas:
1. Membership and Composition • The committee must comprise at least three directors, with a majority being independent non-executive directors and at least one member of a different gender. • The chair must be an independent non-executive director or the board chair, reinforcing independence in the nomination process.
2. Diversity and Board Renewal • An explicit requirement to review the board’s structure, size and skill matrix annually now includes detailed diversity metrics spanning gender, age, race, language, culture, education and professional background. • The committee will review measurable objectives for both board and workforce diversity and report progress in the Corporate Governance Report.
3. Nomination Process and Disclosure • The committee is tasked with identifying and interviewing candidates, assessing the independence of prospective independent non-executive directors, and managing succession planning, particularly for the chair and CEO. • When proposing an independent non-executive director for election, the company must disclose in the shareholder circular the selection process, independence rationale, expected time commitment and the candidate’s contribution to board diversity.
4. Authority, Resources and Reporting • The committee may access internal resources, external search firms and independent professional advice at the company’s expense. • Meetings will be held at least once a year with a quorum of two; resolutions require a simple majority. • Full minutes must be circulated to the board, and the updated terms will be published on both the company and Hong Kong Stock Exchange websites.
These enhancements aim to ensure a transparent, structured and diversity-focused approach to board nominations and succession planning at Timeless Resources Holdings.