Beijing Yu Sheng Tan : TERMS OF REFERENCE OF NOMINATION COMMITTEE
03/30/2012| 05:14pm US/Eastern
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(Incorporated in Bermuda with limited liability)
(the "Company") (Stock Code: 1141)
NOMINATION COMMITTEE TERMS OF REFERENCE
1. Constitution
The Board of Directors of the Company (the "Board") had
resolved to establish a committee known as the "Nomination
Committee".
2. Membership
2.1 Members of the Nomination Committee shall be appointed by
the Board.
2.2 The majority of the members of the Nomination Committee
shall be independent non-executive directors.
2.3 The chairman of the Nomination Committee shall be
appointed by the Board and should be an independent
non-executive director.
3. Secretary
3.1 The Company Secretary of the Company shall act as the
secretary of the
Nomination Committee.
3.2 The Nomination Committee may from time to time appoint
any other person with appropriate qualification and
experience as the secretary of the Nomination Committee.
4. Quorum
The quorum necessary for the transaction of business of the
Nomination Committee shall be two members of the Committee,
one of whom must be an independent non-executive director.
5. Frequency of meetings
The Nomination Committee shall meet at least once a year.
* For identification purpose only
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6. Proceedings at meetings
Unless otherwise specifically provided for in this term of
reference, all of the provisions of the Bye-laws of the
Company regulating meetings and proceedings of the Board
shall, mutatis mutandis, govern the meetings and proceeding
of the Nomination Committee.
7. Authorities
7.1 The Nomination Committee is authorized by the Board to
seek any information it requires from senior management of
the Company in order to perform its duties.
7.2 The Nomination Committee is authorized by the Board where
necessary to have access to independent professional
advice.
7.3 The Nomination Committee shall be provided with
sufficient resources to perform its duties.
8. Duties
The Nomination Committee shall have the following
responsibilities, powers and discretion:
8.1 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 Company's corporate strategy;
8.2 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;
8.3 to assess the independence of independent non-executive
directors; and
8.4 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
officer.
9. Reporting Procedures
The secretary shall circulate the minutes of the meetings of
the Nomination Committee to all members of the Board.
Note: In case of discrepancies or inconsistencies between the
English version and the Chinese version of this terms of
reference, the English version shall prevail.
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This press release was issued by Beijing Yu Sheng Tang Pharmaceutical Group Limited and was initially posted at http://www.beijingyst.com/data/press/2012/en/1333139987.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 23:05:51 PM. The issuer is solely responsible for the accuracy of the information contained therein.
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