Build King Holdings : 2012-04-01 - Terms of Reference of Nomination Committee
BUILD KING HOLDINGS LIMITED
04/01/2012| 05:14pm US/Eastern
(Incorporated in Bermuda with limited liability)
(Stock Code: 00240)
NOMINATION COMMITTEE (the "Committee")
Terms of Reference
Approved by the Board on 27 February 2012
1.1 The Committee shall be appointed by the board of
directors of the Company (the "Board") which shall consist of
not less than three (3) members and the majority of whom
should be independent non-executive directors.
2. The Secretary
1.2 Only members of the Committee (including the Secretary)
have the right to attend Committee meetings. However, other
individuals such as the head of human resources and external
advisers may be invited to attend for all or part of any
meeting, as and when appropriate.
1.3 Formal meetings of the Committee may be held by telephone
or other communication equipment which allows those
participating to hear and speak to each other, and the quorum
in that event shall be any three Committee members so
1.4 The Board shall appoint the chairman of the Committee
(the "Committee Chairman") who shall be the chairman of the
Board or an independent non-executive director and determine
the period for which he will hold that office. In the absence
of the Committee Chairman and/or an appointed deputy, the
remaining members present shall elect one of themselves, who
should be the chairman of the Board or an independent
non-executive director, to chair the meeting.
The company secretary of the Company shall act as the
secretary of the Committee
Unless varied by these terms of reference, meetings and
proceedings of the Committee shall be governed by the
Company's bye-laws regulating the meetings and proceedings of
the directors of the Company.
The quorum for decisions of the Committee shall be any three
(3) members. A duly convened meeting of the Committee at
which a quorum is present shall be competent to exercise all
or any of the authorities, powers and discretions vested in
or exercisable by the Committee.
5. Frequency of Meetings
Meetings of the Committee shall be held as and when
appropriate, but at least once a year. The Committee Chairman
or any other member may convene a meeting of the Committee
whenever he or she considers it necessary or desirable.
6. Notices of Meetings
6.1 Meetings of the Committee shall be summoned by the
Secretary at the request of any of its members.
7. Minutes of Meetings
6.2 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 Committee, any other person required to attend and all
other non-executive directors, with reasonable notice, before
the date of the meeting. Supporting papers shall be sent to
Committee members and to other attendees as appropriate, at
the same time.
7.1 The Secretary shall minute the proceedings and
resolutions of all meetings of the Committee, including
recording the names of those present and in attendance.
8. Annual General Meeting
7.2 The Secretary shall ascertain, at the beginning of each
meeting, the existence of any conflicts of interest and
minute them accordingly.
7.3 Full minutes of meetings should be kept by the Secretary.
Draft and final versions of minutes of the meetings should be
sent to all members of the Committee for their comment and to
all members of the Board for records respectively, in both
cases within a reasonable time after the meeting.
The Committee Chairman or in his absence, another member of
the Committee or failing that his duly appointed delegate
shall attend the annual general meeting of the Company so as
to be available to answer questions from the shareholders of
the Company on matters within the scope of duties of the
The duties of the Committee shall be to
10. Sufficient Resources
9.1 formulate nomination policy for the Board's consideration
and implement the Board's approved nomination policy;
9.2 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;
9.3 identify individuals suitably qualified to become members
of the Board and select or make recommendations to the Board
on the selection of, individuals nominated for
9.4 assess the independence of independent non-executive
directors, having regard to the requirements under the Rules
Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited;
9.5 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 of the Company;
The Company shall provide the Committee sufficient resources
to perform its duties. Where necessary, the Committee should
seek independent professional advice, at the Company's
expense, to perform its responsibilities.
11. Reporting Responsibilities
11.1 The Committee Chairman shall report formally to
the Board on its proceedings decisions and recommendations
after each meeting on all matters within its duties and
responsibilities unless there are legal or regulatory
restrictions on the Committee's ability to do so.
11.2 The Committee shall make whatever recommendations
to the Board that it deems appropriate on any area within its
scope of duties where action or improvement is needed.
The Board authorises the Committee to
12.1 investigate any matter within its terms of reference and
seek any information it requires from any employee in order
to perform its duties (all employees being directed to
co-operate with any such request by the Committee); and
12.2 to obtain, at the Company's expense, outside legal or
other professional advice on any matter within its terms of
reference and to secure the attendance of outsiders with
relevant experience and expertise if it considers this
The Committee shall, at least once a year, review its own
performance, constitution and terms of reference to ensure
that it is operating at maximum effectiveness and recommend
any changes it considers necessary to the Board for
This press release was issued by Build King Holdings Limited and was initially posted at http://www.buildking.hk/images/buildking/InvestorRelation/docs/2012/Announcement/eb_240 Build King N omination Committee (TOR) - 27022012.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-01 23:04:12 PM. The issuer is solely responsible for the accuracy of the information contained therein.