Midland Holdings Limited (the "Company") (Stock Code: 1200)
Terms of Reference for Nomination Committee
1. Overall Objectives
The nomination committee (the "Committee") is appointed by
the board of directors (the "Board") to, having regard to the
independence and quality of nominees, make recommendations to
the Board so as to ensure that all nominations are fair and
transparent.
2. Authority
2.1 The Committee is authorised by the Board to make
recommendations to the Board regarding appointment of
directors to the Board.
2.2 The Committee is authorised to seek professional advice
inside and outside of the group, at the Company's expense, as
and when it considers this necessary.
3. Organisation
3.1 Membership
3.1.1 The Board will nominate the Committee members and the
chairman of the
Committee.
3.1.2 The Committee shall comprise at least three members to
be appointed by the Board from time to time. A majority of
the members of the Committee shall be independent
non-executive directors ("INED").
3.1.3 A quorum of any meeting shall be two members one of
whom must be an INED.
3.1.4 The secretary of the Committee will be the company
secretary.
3.2 Meetings
3.2.1 Only Committee members are entitled to attend meetings.
The Committee may invite such other person to attend its
meeting where appropriate to assist in the effective
discharge of the Committee's duties.
3.2.2 Meetings shall be held whenever the chairman of the
Committee deems it necessary but not less than once a year.
Midland Holdings Limited - Terms of Reference for Nomination Committee
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3.2.3 Notice of any meetings has to be given at least 14 days
prior to any such meeting being held, unless all members
unanimously waive such notice. Irrespective of the length of
notice being given, attendance of a meeting by a member shall
be deemed waiver of the requisite length of notice by the
member. Notice of any adjourned meeting is not required if
adjournment is for less than 14 days.
3.2.4 The secretary shall circulate the agenda and supporting
documentation to the Committee members a reasonable period in
advance of or as soon as possible before each meeting.
3.2.5 The quorum for decisions of the Committee shall be any
two members one of whom must be an INED.
3.2.6 Resolutions of the Committee shall be passed by a
majority of votes. In case of an equality of votes the
chairman shall have a second or casting vote.
3.2.7 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.
3.2.8 Minutes of the Committee meetings shall be circulated
to all members of the
Committee.
3.3 Annual General Meeting
The chairman of the Committee or in his/her absence, another
member of the Committee, shall attend the Company's Annual
General Meeting and be prepared to respond to shareholders'
questions on the Committee's activities and their
responsibilities.
4. Roles and Responsibilities
4.1 Chairmanship
The chairman of the Committee will be appointed by the Board
who must be the chairman of the Board or an INED.
4.2 Responsibilities
4.2.1 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.
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4.2.2 Develop plans for orderly succession for appointments
to the Board and other senior positions, and will search for,
consider and 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.
4.2.3 Re-appointment of any non-executive director at the
conclusion of his or her specified term of office.
4.2.4 Any matters relating to the continuation in office as a
director or any director at any time.
4.2.5 Prepare suitable job descriptions and letter of
appointment in relation to the Board and, if appropriate,
chairmanship and membership of board committees.
4.2.6 Identify individuals suitably qualified to become
Board members and select or make recommendations to the Board
on the selection of individuals nominated for
directorships.
4.2.7 Assess the independence of INED.
4.2.8 Make a statement in the Company's Annual Report and Accounts detailing its activities and the process it has used to make any recommendations in respect of appointments to the Board.
4.3 Reporting
4.3.1 The Committee shall report to the directors its
activities as the directors may require from time to
time.
4.3.2 Minutes shall be kept by the secretary of the Committee
and shall be open for directors' inspection.
Revised on 16 March 2012
Note: The Chinese version of this document is for reference only. In case of any discrepancies or inconsistency between the English version and Chinese version, the English version prevails.
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distributed by | This press release was issued by Midland Holdings Limited and was initially posted at http://www.midlandholdings.com.hk/eng/announcement/pdf/2012/e_1200_20120330c.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 13:54:14 PM. The issuer is solely responsible for the accuracy of the information contained therein. |