Annual Report 2022

60 China Merchants China Direct Investments Limited Annual Report 2022 CORPORATE GOVERNANCE REPORT (CONTINUED) BOARD OF DIRECTORS (CONTINUED) Nomination Committee and Nomination Policy (continued) (b) For re-election of retiring Directors at annual general meeting (AGM) of the Company: (i) according to the Articles of Association of the Company, at each AGM, one-third of the Directors for the time being (or, if their number is not three nor a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years; (ii) the Nomination Committee will review the overall contributions and services to the Company of the retiring Directors and their tenure of services as well. The Nomination Committee will also review the expertise and professional qualifications of the retiring Directors, who offer themselves for re-election at the AGM, to determine whether such Directors continue to meet the criteria as mentioned above; (iii) based on the review made by the Nomination Committee, the Board will make recommendations to shareholders on candidates standing for re-election at the AGM and will provide the biographical information of the retiring Directors in a shareholder circular in accordance with the requirements of the Listing Rules to enable shareholders to make the informed decision on the re-election of such candidates at the AGM. (c) For nomination by shareholders: shareholders of the Company may propose a person for election as a Director in accordance with the Articles of Association of the Company, details of which are set out in the “Procedures for Shareholders to Propose a Person for Election as a Director” which is available on the Company’s website. During the year under review, the Nomination Committee has resolved to recommend the re-designation of Mr. TSE Yue Kit from Executive Director to Non-executive Director of the Company; to recommend the appointment of Mr. ZHU Qi as Independent Non-executive Director of the Company; to recommend the re-election of Mr. WANG Xiaoding, Ms. KAN Ka Yee, Elizabeth, Mr. KE Shifeng, Mr. TSANG Wah Kwong and Mr. Michael Charles VITERI as Directors of the Company at the AGM held on 27 May 2022; and to recommend the renewal of appointment of Mr. KE Shifeng as Non-executive Director of the Company and Mr. LIU Baojie as Independent Non-executive Director of the Company, respectively. It has also reviewed the structure, size and composition of the Board in a meeting. The attendance of individual members of the Nomination Committee is as follows: Attendance/ number of meetings Mr. ZHOU Xing* (Chairman of the Nomination Committee) 2/3 Mr. TSANG Wah Kwong** 3/3 Dr. LI Fang** 3/3 * Non-executive Director ** Independent Non-executive Directors According to the Articles of Association of the Company and since 30 September 2022, any Directors appointed by the Board shall hold office only until the first AGM after their appointment, and shall then be eligible for re-election.