Belle International Holdings Limited
TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
(adopted on 17 March 2012)
TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
1.1 The Nomination Committee (the "Committee") was
established with its terms of reference approved and adopted
in 2012 pursuant to a resolution passed by the board of
directors (the "Board") of Belle International Holdings
Limited (the "Company") at its meeting held on 17 March
2.1 The Committee is to review the constituency of the Board
and making recommendations on the procedures and criteria for
appointment of directors and to implement those that are
adopted by the Board.
3.1 The Committee shall consist of at least three directors
appointed by the Board from time to time, the majority of
whom shall be independent non-executive directors.
3.2 The Board shall designate the chairman of the Board or an
independent non-executive director as the Committee's
3.3 Appointments to the Committee shall be co-terminus with
the directorship of the relevant members (whether by
retirement, rotation or otherwise).
4.1 The company secretary of the Company or his nominee shall
be the secretary of the Committee.
4.2 The secretary of the Committee must ensure that full
minutes are kept of all meetings.
5 Frequency and proceedings of meetings
5.1 The Committee shall meet at least once every year.
Additional meetings shall be held as the work of the
5.2 The chairman of the Committee may convene additional
meetings at his discretion.
5.3 The quorum of a meeting shall be two members of the
5.4 Proceedings of meetings of the Committee shall be
governed by the provisions of the articles of association of
5.5 Notice of Committee meetings shall be given to all
members. Notice of the Committee meetings shall be deemed to
be duly given to a member if it is given to him personally,
by word of mouth or given to him in writing sent to his last
known address or any other address given by him to the
Company or by electronic means by transmitting it to any
email address supplied by the member to the Company for this
5.6 A member shall not vote (or be counted in the quorum at a
meeting) in respect of any resolution concerning (i) his own
appointment (including determining or varying its terms); and
(ii) the termination of his own appointment.
5.7 Meetings can be held in person, by telephone or by video
conference. Members may participate in a meeting by means of
communication equipment through which all persons
participating in the meeting are able to hear each other.
5.8 A resolution in writing signed by all members of the
Committee shall be as valid and effective as if the same had
been passed at a meeting of the Committee duly convened and
held. Any such resolution shall be deemed to have passed at a
meeting held on the date on which it was signed by the last
member to sign.
5.9 Only members of the Committee are entitled to vote at the
5.10 Resolutions of the Committee shall be passed by a
majority of votes of the members present.
6.1 The Committee is authorised by the Board to act within
its terms of reference.
It is authorised to seek any information it requires from any
employee of the Company and all employees are directed to
co-operate with any request made by the Committee.
6.2 The Committee is authorised by the Board, subject to
prior discussion concerning the cost, to obtain outside legal
or other independent professional advice and to secure the
attendance of outsiders with relevant experience and
expertise if it considers this necessary.
6.3 The Committee shall be provided with sufficient resources
to perform its duties.
The Committee shall:
7.1 Propose a set of personal attributes to the Board, the
adoption of which shall form the basis of evaluation of
candidates for directorship;
7.2 Propose a set of procedures for processing nominations of
candidates for the
7.3 Review and monitor the structure, size and composition
(including the skills, knowledge and experience) of the Board
and its committees at least annually and make recommendations
on any proposed changes to the Board to complement the
Company's corporate strategy;
7.4 Identify individuals suitably qualified to become Board
members and select or make recommendations to the Board on
the selection of individuals nominated for directorships;
7.5 Assess the independence of independent non-executive
directors, review the independent non-executive directors'
annual confirmations on their independence and make
disclosure of its review results in the Corporate Governance
7.6 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 officer;
7.7 Decide and make recommendations to the Board as to
whether a director is able to and has adequately carried out
his duties as a director of the Company and in particular,
where the subject director has multiple board
representations. The Board shall regularly review the
contribution required from a director to perform his
responsibilities to the Company, and whether he is spending
sufficient time performing them; and
7.8 Where the board proposes a resolution to elect an
individual as a director at the general meeting, set out in
the circular to shareholders and in the case of an
appointment of an independent non-executive director,
explanatory statement accompanying the notice of the relevant
general meeting why they believe he should be elected and the
reasons why they consider him to be independent.
8 Reporting procedures
8.1 The Committee shall report to the Board on a regular
basis. At the next meeting of the board following a meeting
of the Committee, the chairman of the Committee shall report
the findings and recommendations of the Committee to the
8.2 The secretary shall circulate the draft and final
versions of minutes of meetings and reports of the Committee
to all Committee members for their comment and records
respectively within a reasonable time after the meeting.
9 Publication and Update of Terms of Reference
9.1 These terms of reference shall be updated and revised as
and when necessary in light of changes in circumstances and
changes in regulatory requirements, including those under the
Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited ("the Hong Kong Stock
Exchange"), in Hong Kong.
9.2 These terms of reference shall be made available to the
public on both the
Company's website and the website of the Hong Kong Stock
This press release was issued by Belle International Holdings Limited and was initially posted at http://www.belleintl.com/wcms-common/temp/201203271833010184/E_Nomination Com Terms of Ref.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-27 13:21:34 PM. The issuer is solely responsible for the accuracy of the information contained therein.