MANDARIN ORIENTAL INTERNATIONAL LIMITEDNOMINATIONS COMMITTEETERMS OF REFERENCE
1.

PURPOSEThe Board of Directors (the ‘Board’) of Mandarin Oriental International Limited (the‘Company’) has established the Nominations Committee (the ‘Committee’) to: (i) assist
the Chair of the Board by reviewing the Board’s composition and making
recommendations on any proposed changes to enhance Board effectiveness; (ii) support
the process for appointments of Non-Executive Directors; and (iii) oversee thedevelopment of succession pipelines for members of the senior executive management
team.

2.

AREAS OF RESPONSIBILITY
2.1

The Committee will review the composition, structure and size of the Board andits committees and make recommendations to the Chair of the Board on any
proposed changes to enhance Board effectiveness.

2.2

The Chair of the Board (supported by the Committee and in consultation with
the Group Chief Executive (‘Group CE’)) will lead the process for appointmentsof Non-Executive Directors and the selection of suitable candidates as NonExecutive Directors. This may involve the appointment of search firms.
2.2.1 The Committee will consider the leadership needs of the Company,
including what the Company needs to meet the challenges andopportunities facing the Company and what the Board needs to fulfil its
responsibilities effectively.
2.2.2 Taking into account such needs, the Committee will approve NonExecutive Director role specifications and members of the Committee,
as appropriate, will be involved in the interview process.
2.2.3 The Committee will assess candidates based on their knowledge,
experience, diversity, skills, merit and other relevant objective criteria.
The Committee will also take into account the ability of prospective
candidates to meet the required time commitments.
2.2.4 Based on such assessment, the Committee will recommend suitable
candidates to the Board for its approval, with the Chair of the Board
having the final decision in relation to such recommendations.
2.2.5 The Chair of the Committee will ensure there is a comprehensive
induction programme in place for new Non-Executive Directors.

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2.3

The Committee will oversee the development of succession pipelines for theGroup CE and members of the senior executive management team reporting
directly to the Group CE (i.e. equivalent to Willis Towers Watson Global Grade17 or above) (‘Senior Executives’) to ensure talent is identified and nurtured tomeet the challenges and opportunities facing the Company. The Committee, withthe support of the Group CE, will report annually to the Board on suchsuccession planning.

2.4

The Committee will recommend the appointment of individuals to the key rolesof Group CE and Chief Financial Officer (‘CFO’) to the Chair of the Board.

2.5

The Group CE will be responsible for the appointment of all Senior Executives
other than the CFO, subject to having discussed such appointments in advancewith the Chair of the Board.

2.6

The Committee will review the overall talent metrics for the Company, including
for example diversity and retention metrics.

2.7

The Committee will oversee an annual evaluation of the effectiveness of theBoard and committees, if and to the extent appropriate, and the implementationof measures identified by previous Board effectiveness evaluations.

OPERATION OF THE COMMITTEE
3.1

The Committee will consist of at least three members, who will be selected by
the Chair of the Board.

3.2

The Chair of the Board will be the Chair of the Committee or may appoint
another member of the Committee as the Chair of the Committee.

3.3

A quorum will be two members, including the Chair of the Committee.

3.4

The Committee shall meet at least annually and as required upon such notice as
the Committee may decide for the despatch of business, and otherwise regulate
its meetings and proceedings as it thinks fit. The Committee shall invite such
persons as they deem appropriate to attend the Committee’s meetings.

3.5

The Secretary of the Committee will be such suitable person as may be
determined by the Committee.

3.6

Meetings of the Committee may be held in person, by telephone or byvideoconference.

3.7

Any resolutions of the Committee at any meeting shall be passed by a majorityof votes of the members present and, in the case of a tied vote, the Chair of theCommittee has the casting vote. A resolution in writing signed by a majority ofthe Committee members (one of whom must be the Chair of the Committee)
shall be valid and effectual as if it had been passed at a meeting of the Committee
duly convened and held.

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3.8

An appropriate record will be kept of each Committee meeting.

3.9The Committee may instruct external professional advisers, as appropriate, tofulfil its responsibilities.

3.10

The Committee may seek any information from the Company’s Chief People &Culture Officer, as it may require to carry out its activities.

REPORTING AND DISCLOSURE
A description of the Committee’s responsibilities will be included in the Company’s
annual report and a copy of these Terms of Reference shall be made available on theCompany’s website.

5.

REVIEW OF COMMITTEE RESPONSIBILITIESThe composition, remit or operation of the Committee or any other aspect of these termsof reference may be reviewed at any time to make such amendments as are considerednecessary or desirable.

July 2024

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