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4-Traders Homepage  >  Equities  >  Stock Exchange of Hong Kong  >  Belle International Holdings Limited    1880   KYG097021045

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Belle Intl Holdings : TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

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03/27/2012 | 01:26pm CET

Belle International Holdings Limited

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TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

(adopted on 17 March 2012)

TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

1 Constitution

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 2012.

2 Responsibility

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 Membership

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 chairman.
3.3 Appointments to the Committee shall be co-terminus with the directorship of the relevant members (whether by retirement, rotation or otherwise).

4 Secretary

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 Committee demands.
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 Committee.
5.4 Proceedings of meetings of the Committee shall be governed by the provisions of the articles of association of the Company.
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 purpose.
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 meetings.
5.10 Resolutions of the Committee shall be passed by a majority of votes of the members present.

6 Authority

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.

7 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
Board's approval;
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 Report;
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 Board.
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 Exchange.

distributed by

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.

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