Amax Holdings : Nomination Committee – Terms of Reference
03/30/2012| 06:14am US/Eastern
Amax Holdings Limited (Incorporated in Bermuda with
limited liability) (Stock code : 959)
Nomination Committee - Terms of Reference
(Adopted by a board meeting dated 28 March 2012)
1.1 The nomination committee should be established by the
board of the Company (the
"Board"). It should comprise a majority of independent
1.2 The nomination committee shall consist of at least three
members, and the nomination committee must be chaired by the
chairman of the Board or an independent non-executive
director within the nomination committee and appointed by the
Board. In the absence of the nomination committee chairman
and/or an appointed deputy, the remaining members present
shall elect one to chair the meeting.
2.1 The company secretary or assistant company secretary of
the Company shall act as the secretary of the nomination
3.1 The member of nomination committee can call for a meeting
anytime when it is necessary.
The Nomination Committee shall hold at least one regular
meeting in a year. Additional meetings of the Nomination
Committee may be held as and when required.
3.2 Unless otherwise agreed, notice of each meeting
confirming the venue, time and date together with an agenda
of items to be discussed, shall be forwarded to each member
of the nomination committee, any other person required to
attend, no later than three (3) working days before the date
of the meeting. Supporting papers shall be sent to nomination
committee members and to other attendees as appropriate, at
the same time.
3.3 The quorum necessary for the transaction of business of
the nomination committee shall be two members of the
nomination committee, one of whom must be an independent non-
3.4 Meeting can be attended in person or via electronic means
including telephonic or video conferencing. The members of
the nomination committee can attend the meeting via
telephonic or any similar communication device (all persons
attending such meeting should be able to hear from such
member via such communication device).
3.5 The resolution of the nomination committee should be
passed by more than half of the members.
3.6 The resolution passed and signed by all members of
nomination committee is valid, and the validity is same as
any resolution passed in the meeting held.
3.7 Full minutes of nomination committee meeting should be
kept by a duly appointed secretary of the nomination
committee and be available for review by the directors. Draft
and final versions of minutes of the meeting should be sent
to all committee members for their comment and records,
within a reasonable time after the meeting.
4. Meeting attendance
4.1 Upon the invitation from the nomination committee, the
chairman of the Board and/or the general manager or chief
executive, external advisor and the other persons can be
invited to attend all or part of any meeting.
4.2 Only the member of the nomination committee can vote in
5. Annual General Meeting
5.1 The chairman of nomination committee or (if absent) the
other member of nomination committee (must be an independent
non-executive director) should attend the annual general
meeting of the Company, handled the shareholders' enquiry on
the activities and responsibilities related to the nomination
6.1 The nomination committee is authorized to request the
employee of the Company to provide any information within the
scope of its duties.
6.2 The nomination committee should have access to
independent professional advice at the Company's expense, and
to ensure the independent party possessing a relevant
experience and profession to attend the meeting if necessary,
to perform its responsibilities as a member of the nomination
6.3 The nomination committee should be provided with
sufficient resources to perform its duties.
7. Duties and Powers
The nomination committee shall have the following duties and
7.1 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;
7.2 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 assess the independence of independent non-executive
7.4 make recommendations to the Board on the appointment or
re-appointment of directors and succession planning for
directors, in particular the chairman and the
7.5 where the Board proposes a resolution to elect an
individual as an independent non- executive director at the
general meeting, it should set out in the circular to
shareholders and/or explanatory statement accompanying the
notice of the relevant general meeting why they believe this
individual should be elected and the reasons why they
consider this individual to be independent.
8. Declaration responsibility
8.1 The nomination committee shall report to the Board every
time after any meeting of the nomination committee.
Note: This version of Nomination Committee - Terms of
Reference of Amax Holdings Limited is prepared in Chinese and
English. In the event that there is any discrepancy or
inconsistency between the two versions, the English version
shall prevail. The Chinese version is not formally adopted by
the Board of Amax Holdings Limited and does not have any
This press release was issued by Amax Holdings Limited and was initially posted at http://www.amaxhldg.com/new-wp/wp-content/uploads/2012/03/Amax_TOR_NC_Eng.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 12:07:47 PM. The issuer is solely responsible for the accuracy of the information contained therein.