Annual Report 2025

134 Transport International Holdings Limited 2025 Annual Report CORPORATE GOVERNANCE REPORT Nomination Committee The Board has appointed the Nomination Committee to identify suitable candidates of high calibre 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 the 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 are, among other things, to: Formulate a nomination policy for consideration by the Board and implement the nomination policy established by the Board; Identify and nominate suitably qualified candidates for appointment as Directors, subject to the Board’s approval; Make recommendations to the Board for the appointment or re-appointment of Directors and make recommendations regarding succession planning at the Board level, including, in particular, the Chairman and the Managing Director; Review and monitor the Board’s structure, size and composition (including the balance and blend of skills, knowledge, professional experience, gender, age, cultural and educational background, and length of service), and make recommendations to the Board regarding any proposed changes; and Evaluate the degree of independence of candidates for appointment or re-election as Independent Non-executive Directors. In 2025, the Nomination Committee also performed the following key 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 the selection, appointment and re-appointment of Directors. This policy is available on the Company’s website.