Shenzhen Camsense Technologies Co., Ltd. (Camsense) has formalised the establishment of a Strategy Committee under its Board of Directors to enhance governance over corporate strategy and major investments. The committee’s mandate and procedures are detailed in the newly adopted “Terms of Reference and Rules of Procedure of the Strategy Committee.”
Key features of the new committee are as follows:
• Governance Objective The committee will research and recommend the company’s long-term development strategies, major investment decisions, business restructurings, and capital operations, while monitoring implementation and reporting directly to the Board.
• Composition and Tenure The body comprises three directors, including at least one independent non-executive director. Members are nominated by the Board chairman and approved by the full Board. Tenure aligns with each director’s Board term, with re-election permitted.
• Leadership Structure The Board chairman will concurrently serve as committee chairman, responsible for convening and presiding over meetings.
• Meeting Protocols – Meetings are convened on an ad-hoc basis when requested by the Board, the committee chairman, or any two committee members. – Notices must be issued at least three days in advance, barring special circumstances. – A two-thirds quorum is required; members may vote by proxy when unable to attend in person. – Proceedings are generally held in person, though teleconference is permitted if all members can participate effectively. – Minutes are mandatory, signed by participants, and filed by the Board office.
• Conflict-of-Interest and Confidentiality Members with a personal interest in agenda items must abstain from discussion and voting. All attendees are required to maintain confidentiality regarding meeting content.
• Effective Date The rules take effect upon the listing of Camsense’s H shares on The Stock Exchange of Hong Kong Limited.
By codifying these measures, Camsense aims to ensure that strategic planning and investment decisions are both rational and compliant with national regulations and Hong Kong Listing Rules.