These terms of reference are prepared in Chinese and English. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
中國中盛資源控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 02623)-
Organization
The board ("Board") of directors ("Directors") of the Company has resolved to set up a nomination committee of the Board ("Committee").
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Membership
Members of the Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three members and a majority of whom shall be independent non-executive Directors.
The chairman of the Committee shall be appointed by the Board and shall be chairman of the Board or an independent non-executive Director.
The company secretary of the Company shall be the secretary of the Committee.
If any member of the Committee ("Members") ceased to be a Director, he/ she will cease to be a Member automatically. The vacancy will be filled by appointment of new Member by the Board.
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Proceedings of the Committee
Notice:
Unless otherwise agreed by all the Committee members, a meeting shall be called by at least seven days' notice.
A Committee member may and, on the request of a Committee member, the secretary to the Committee shall, at any time summon a Committee meeting. Notice shall be given to each Committee member in person orally or in writing or by telephone or by email or by
facsimile transmission at the telephone or facsimile or address or email address from time to time notified to the secretary by such Committee member or in such other manner as the Committee members may from time to time determine.
Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.
Notice of meeting shall state the purpose, 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.
Quorum: Meetings of the Committee shall be attended by more than one-half of the Members to be effective.
Frequency: Meetings shall be held at least once a year.
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Resolutions
Any resolution shall be passed by the majority votes of the Members who attend the meetings.
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Alternate Committee members
A Committee member may not appoint any alternate.
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Authority of the Committee
The Committee may exercise the following powers:
to seek any information it requires from any employee of the Company and its subsidiaries (together, the "Group") and any professional advisers in order to perform its duties, to require any of them to prepare and submit reports and to attend Committee meetings and to supply information and address the questions raised by the Committee;
to review the performance of the Directors and the independence of independent non- executive Directors in relation to their appointment or reappointment as Directors;
to obtain, at the Company's expenses, outside legal or other independent professional advice on or assistance to any matters within these terms of reference, including the advice of independent human resource consultancy firm or other independent professionals, and to secure the attendance of outsiders with relevant experience and expertise at its meetings if it considers this necessary. The Committee shall have full authority to commission any search (including without limitation litigation, bankruptcy and credit searches), report, survey or open recruitment which it deems necessary to help it fulfill its duties and should be provided with sufficient resources to discharge its duties;
to review annually these terms of reference and their effectiveness in the discharge of its duties and to make recommendation to the Board any changes it considers necessary; and
to exercise such powers as the Committee may consider necessary and expedient so that
their duties under section 7 below can be properly discharged.
The Committee should be provided with sufficient resources to discharge its duties.
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Duties
The duties of the Committee shall be:
to analyze the standards and procedures for selection of Directors and senior management appointed by the Board; review the structure, size, composition and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
to determine the policy for the nomination of Directors, identify individuals suitably qualified to become members of the Board and may select individuals nominated for directorship. In identifying suitable individuals, the Committee shall consider individuals on merit and against the objective criteria, with due regard for the benefits of diversity on the Board;
to assess the independence of the independent non-executive Directors;
to review the Board Diversity Policy, as appropriate, and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually;
to assess and review the candidates for Director, 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, taking into account the Company's corporate strategy and the mix of skills, knowledge, experience and diversity needed in the future;
to examine the assessment standards for Directors and senior management appointed by the Board, conduct the relevant assessments and make recommendations to our Board; and
to make independent and prudent suggestions on removal of Directors.
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Reporting procedures
Full minutes of the meetings of the Committee and all written resolutions of the Committee should be kept by the secretary of the Committee.
The secretary of the Committee shall circulate the draft and final versions of minutes of the meeting of the Committee or, as the case may be, written resolutions of the Committee to all members of the Committee for their comment and records respectively within a reasonable time after the meeting or before the passing of the written resolutions.
The secretary of the Committee shall keep record of all meetings of the Committee held during each financial year of the Company and records of individual attendance of members of the
Committee, on a named basis, at meetings held during that financial year.
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Powers of the Board
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 "Listing Rules") (including the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules or if adopted by the Company, the Company's own code of corporate governance practices), 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.
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Interpretation
Interpretation of these terms of reference shall belong to the Board.
China Zhongsheng Resources Holdings Ltd. issued this content on 2016-01-15 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-15 13:12:02 UTC
Original Document: http://chinazhongsheng.com.hk/attachment/2016011521020100002412976_en.pdf
