Wynn Macau updates governance committee terms

Wynn Macau, Limited announced updated Terms of Reference for its Nomination and Corporate Governance Committee, effective December 4, 2025. Established on September 16, 2009, the committee identifies and recommends director candidates, oversees board performance evaluations, and develops corporate governance practices to safeguard shareholder interests.

The updated terms mandate the committee consist of at least two independent non-executive directors, with a majority being independent non-executive directors. It must also include at least one member of a different gender, all meeting Listing Rules independence criteria.

The committee's responsibilities now explicitly include annually reviewing the board's structure, size, and composition. It will assist in maintaining a board skills matrix and make recommendations to align with the company's corporate strategy and promote shareholder value. It will also develop criteria for evaluating directorship candidates, assess the independence of independent non-executive directors, and provide recommendations for director appointments and succession planning, including for the chairman and chief executive.

Meetings are to be held at least annually, or more frequently as needed, with a quorum of two members. Notice of at least 14 days is required for regular meetings, with agendas and supporting papers distributed three days prior. The committee is authorized to determine procedures for selecting and recommending director candidates and will annually evaluate its effectiveness and the adequacy of its Terms of Reference, proposing any necessary changes to the board.