(Adopted by the Company pursuant to the Board resolution passed on 30 April 2012)
1. Membership
1.1 The members of the Nomination Committee (the "Member(s)")
shall be appointed by the board of directors (the
"Director(s)") of the Company (the "Board").
1.2 The majority of the Members shall be independent
non-executive Directors.
1.3 The Nomination Committee shall consist of not less than
two Members.
1.4 The Nomination Committee shall be chaired by the Chairman
of the Board or an independent non-executive director.
2.1 The secretary of the Nomination Committee shall be appointed by the Board.
3. Meetings
3.1 The Nomination Committee shall with such frequency and at
such times as it may determine. It is expected that the
Nomination Committee shall meet at least once a year.
3.2 Meetings may be convened by any Member or by the
secretary of the Nomination Committee on the request of a
Member.
3.3 Notice may be given in writing or by telephone or in such
other manner as the Nomination Committee may from time to
time determine.
3.4 The quorum for meetings shall be any two Members.
3.5 Meetings can be held in person, by telephone or by video
conference. Members may participate in a meeting by means of
a conference telephone or similar communication equipment by
means of which all persons participating in the meeting are
capable of hearing each other.
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3.6 Resolutions of the Nomination Committee at any meetings
shall be passed by a majority of votes of the Members
present.
3.7 A resolution in writing signed by all the Members shall
be as valid and effectual as if it had been passed at a
meeting of the Nomination Committee duly convened and
held.
3.8 Minutes shall be kept by the secretary of the Nomination
Committee. Draft and final versions of minutes shall be
circulated to all the Members for their comment and records
respectively, in both cases within a reasonable period of
time after the meeting. Such minutes shall be open for
Directors' inspection.
4.1 The Nomination Committee may invite any Director,
executive or other person to attend any meeting(s) of the
Nomination Committee as it may form time to time consider
desirable to assist the Nomination Committee in the
attainment of its objective and discharge of responsibilities
and powers.
4.2 Only Members are entitled to vote at the meetings.
5.1 The Nomination Committee shall be responsible to the Board for leading the process for Board appointments and for identifying and nominating for the approval of the Board candidates for appointment to the Board.
6. Authority
6.1 The Nomination Committee is authorised by the Board to
make full use of intermediary agencies for identifying
qualified director candidates at the Company's expense.
6.2 The Nomination Committee is authorised by the Board to
conduct interviews with prospective candidates for
nomination.
6.3 The Nomination Committee is authorised by the Board to
seek any nomination related information it requires from
senior management of the Company in order to perform its
duties.
6.4 The Nomination Committee is authorised by the Board to
obtain independent legal or other professional advice, at the
Company's expense, if considered necessary to perform its
duties.
6.5 The Nomination Committee shall be provided with
sufficient resources to perform its duties.
The Nomination Committee shall have the following
responsibilities and powers:
7.1 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 issuer's corporate strategy;
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7.2 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;
7.3 to assess the independence of independent non-executive
Directors; and
7.4 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.
8.1 The secretary of the Nomination Committee shall circulate
the minutes of meetings of the Nomination
Committee to all members of the Board.
8.2 The Nomination Committee shall review annually the
Nomination Committee's terms of reference and its own
effectiveness and recommend to the Board any necessary
changes.
Hong Kong, 30 April 2012
* For identification purpose only
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