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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 838)
Terms of Reference for the Nomination Committee (the "Committee") of the Company Constitution
. The Committee is established pursuant to a resolution
passed by the board of directors (the
"Directors") of the Company (the "Board") at its meeting held
on 3 January 20 2.
2. The members of the Committee shall be appointed by the
Board from amongst the Directors from time to time. The
majority of the members of the Committee shall be independent
non-executive Directors.
3. The chairman of the Committee shall be appointed by the
Board and must be the chairman of the Board or an independent
non-executive Director.
4. The appointment of the members of the Committee may be
revoked, and replacement or additional members may be
appointed to the Committee by resolutions passed by the
Board.
5. The company secretary of the Company shall be the
secretary of the Committee (the "Secretary")
unless another person is appointed as the Secretary pursuant
to paragraph 6 below.
6. The Committee may from time to time appoint any person
(other than the company secretary of the Company) with
appropriate qualification and experience as the Secretary.
7. The Committee shall meet at least once every year.
Additional meetings shall be held as the work of the
Committee demands.
8. Unless otherwise agreed by all members of the Committee, a
meeting of the Committee shall be called by at least seven
days' notice.
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9. A Committee member may and, on the request of a Committee
member, the Secretary shall, at any time summon a meeting of
the Committee. Notice shall be given by the Secretary to each
member of the Committee in person orally or in writing or by
telephone or by facsimile transmission or by electronic
communication or in such other manner as the Committee may
from time to time determine. A notice of meeting shall state
the time and place of the meeting and shall be accompanied by
an agenda together with other documents which may be required
to be considered by the members of the Committee for the
purposes of the meeting.
0. The quorum of the Committee meeting shall be two members
of the Committee.
. Members of the Committee may participate in any meeting of
the Committee by means of a conference telephone or other
communications equipment through which all persons
participating in the meeting can communicate with each other
simultaneously and instantaneously and, for the purpose of
counting a quorum, such participation shall constitute
presence at a meeting as if those participating were present
in person.
2. Resolutions of the Committee at any meetings shall be
passed by a majority of votes of the members present.
3. A resolution in writing signed by all the members of the
Committee shall be as valid and effectual as if it had been
passed at a meeting of the Committee duly convened and held.
4. The Committee shall have the following responsibilities,
powers and discretion:
(a) to formulate the nomination policy for the Board's
consideration and implement the Board's approved nomination
policy;
(b) to review the structure, size and composition (including
the skills, knowledge and experience) of the Board at least
annually and make recommendations on any proposed changes to
the Board to complement the Company's corporate strategy;
(c) to identify individuals suitably qualified to become
Board members and select or make recommendations to the Board
on the selection of individuals nominated for
directorships;
(d) to assess the independence of independent non-executive
Directors; and
(e) to make recommendations to the Board on the appointment
or re-appointment of Directors and succession planning for
Directors, in particular the chairman and chief executive.
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Reporting procedures
5. Full minutes of meetings of the Committee should be kept
by the Secretary. Draft and final versions of minutes of the
meetings of the Committee shall be sent to all members of the
Committee for their comment and records within reasonable
time after the meeting.
6. The Secretary shall circulate the minutes of meetings and
reports of the Committee to all members of the Board.
7. The Committee is authorized by the Board to review, assess
and make recommendations upon any issue within its terms of
reference.
8. The Committee is authorized by the Board to seek
independent professional advice where necessary to perform
its responsibilities.
9. The Committee shall be provided with sufficient resources
to perform its duties.
20. A Committee member may not appoint any alternate.
Continuing application of the articles of association of the Company2 . The articles of association of the Company regulating the meetings and proceedings of the Directors so far as the same are applicable and are not replaced by the provisions in these terms of reference shall apply to the meetings and proceedings of the Committee.
Power of the Board22. The Board may, subject to compliance with the articles of association of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (including the Corporate Governance Code), amend, supplement and revoke these terms of reference and any resolution passed by the Committee provided that no amendments to and revocation of these terms of reference and the resolutions passed by the Committee shall invalidate any prior act and resolution of the Committee which would have been valid if such terms of reference or resolution had not been amended or revoked.
Publication of the Terms of Reference23. These terms of reference shall be made available to any person without charge upon request and shall be posted on the website of the Company and the website of the Stock Exchange.
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distributed by | This press release was issued by EVA Precision Industrial Holdings Ltd. and was initially posted at http://202.66.146.82/listco/hk/evaholdings/announcement/a120323b.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-24 10:07:20 AM. The issuer is solely responsible for the accuracy of the information contained therein. |