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(the "Company")
(Incorporated in Bermuda with limited liability)
(Stock code: 366)Terms of Reference for the Nomination Committee
(Adopted on 30 March 2012)
1. ConstitutionThe nomination committee (the "Committee") is established as a committee of the board (the "Board") of directors of the Company.
2. Membership
The Committee is chaired by the chairman of the Board and
comprises a majority of independent non-executive
directors.
The Chairman and members of the Committee shall be appointed
by the Board. The Board may from time to time appoint
additional members to the Committee
from among the directors.
The Company Secretary shall act as the secretary of the Committee.
4. Quorum and AttendanceA quorum shall be two members of the Committee.
5. Frequency of Meetings
The Committee shall meet with such frequency as it may
consider appropriate
(but in any event shall be at least once a year).
The Committee is authorized by the Board to investigate any
activity within its terms of reference. It is authorized to
seek any information if reasonably requires from any employee
and all employees are directed to co-operate with any request
made by the Committee.
The Committee is authorized by the Board to seek independent
professional advice at the Company's expenses when it
considers appropriate. The Committee is to be provided with
sufficient resources to perform its duties.
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7. Duties
The duties of the Committee include the following:
(a) 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;
(b) to identify individuals suitably qualified to become
members of the Board and select or make recommendations to
the Board on the selection of individuals nominated for
directorships;
(c) to assess the independence of independent non-executive
directors;
(d) to make recommendations to the Board on the appointment
or re-appointment of directors and succession planning for
directors, in particular the chairman and the chief
executive; and
(e) to review the Committee's terms of reference and its own
effectiveness and recommend to the Board from time to time
any necessary changes.
Full minutes of Committee meetings should be kept by the secretary of the Committee, and the draft and final versions of the minutes of meetings of the Committee shall be circulated to all members of the Board for their comment and records respectively, in both cases within a reasonable time after the meeting.
Note:If there is any inconsistency between the English and Chinese versions of these terms of reference, the English version shall prevail.
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