Terms of Reference for Nomination Committee
Membership
1. The Committee shall be appointed by the Board from amongst
Directors of the Company and shall consist of not less than
two members a majority of whom should be Independent
Non-executive Directors. Any member so appointed shall hold
office only until the next Annual General Meeting of the
Company.
2. The chairman of the Committee, who shall be the Chairman
of the Board or an
Independent Non-executive Director, shall be appointed by the
Board.
3. Other Board members shall also have the right of
attendance.
4. The Company Secretary shall be the secretary of the
Committee, and, in the absence of the Company Secretary, any
such other person as may from time to time be nominated by
the Company Secretary, subject to the approval of the
Committee, shall act as the secretary of the Committee.
5. The Committee shall meet as and when necessary or as
requested by any Committee member. A quorum shall be any two
members. The meetings and proceedings of the Committee are
governed by the provisions of the Articles of Association of
the Company for regulating the meetings and proceedings of
the Board so far as the same are applicable. All meetings of
the Committee may be held by telephone.
6. Questions arising at any meeting shall be determined by a
majority of votes of the members present, and in the case of
an equality of votes the chairman of the Committee shall have
a second or casting vote.
7. A resolution in writing signed by all of the members of the Committee for the time being in Hong Kong shall be as valid and effectual as if it had been passed at a meeting of the Committee. Any such resolution may be contained in a single document or may consist of several documents all in like form. In the event of there being only one member for the time being in Hong Kong, a resolution may be signed by that member and any one other member. In the event of there being no member for the time being in Hong Kong, a resolution may be signed by any two members.
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Authority
8. The Committee is authorised by the Board to investigate
any activity within its terms of reference. It is authorised
to seek any information it requires from any employee and all
employees are directed to co-operate with any request made by
the Committee.
9. The Committee shall be provided with sufficient resources
to enable it to perform its duties, including resources for
seeking outside legal or other independent professional
advice and securing the attendance of outsiders with relevant
experience and expertise if it considers this necessary.
10. The duties of the Committee shall be:
(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
Board members 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; and
(d) to make recommendations to the Board on the appointment
or re-appointment of Directors and succession planning for
Directors, in particular the Chairman of the Board and the
chief executive.
Without prejudice to the generality of the foregoing, the
Committee shall report back to the Board on its decisions or
recommendations, unless there are legal or regulatory
restrictions on its ability to do so (such as a restriction
on disclosure due to regulatory requirements). The reporting
shall be done by the chairman of the Committee or any such
other person designated by the Committee.
11. The secretary of the Committee shall keep and circulate
the minutes of meetings of the Committee to all members of
the Committee.
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distributed by | This press release was issued by Wheelock and Company Limited and was initially posted at http://www.wheelockcompany.com/wc/120319e_WCL_TOR-NC.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-19 12:50:18 PM. The issuer is solely responsible for the accuracy of the information contained therein. |