China Information Te : Terms of Reference of the Nomination Committee
03/28/2012| 07:14am US/Eastern
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8178)
Terms of Reference for Nomination Committee
1.1 Members of the Nomination Committee (the "Committee")
shall be appointed by the board of directors (the "Board") of
the Company. The Committee shall consist of not less than
three members and a majority of its members shall be
independent non-executive directors (INED(s)).
1.2 The Chairman of the Committee (the "Chairman") shall be
appointed by the Board and should either be the Chairman of
the Board or an INED. In the absence of the Chairman, members
present may elect any member (who should be an INED) to
conduct the meeting.
2.1 Two members shall form a quorum and one of which must be
3.1 Meetings of the Committee may be held as and when
required or as requested by the
4. Minutes of Meetings
Chairman. The Committee shall hold at least one meeting in a
3.2 A Committee meeting which is duly convened and at which a
quorum is present shall be competent to exercise all or any
of the authorities, power and discretions vested in or
exercisable by the Committee.
3.3 Members of the Committee may adopt from time to time the
procedures governing the convening of the Committee meetings
and the means and procedures for the passing of resolutions
at Committee meetings.
3.4 The Chairman may request the proposed director to attend
Committee meeting if he considers necessary and with suitable
3.5 The Company Secretary or his delegate or such other
person appointed by the
Chairman shall be the secretary of the Committee (the
4.1 Minutes of the Committee shall be kept by the Secretary.
Draft and final versions of minutes of the Committee meetings
shall be sent to all Committee members for their comment and
records within a reasonable time after the meeting.
The Committee shall:
5.1 review the structure, size and composition (including the
skills, knowledge and experience) of the Board on a regular
basis and at least once a year, and make recommendations to
the Board regarding any proposed changes;
5.2 identify individuals suitably qualified to become Board
members and select or make recommendations to the Board on
the selection of, individuals nominated for
5.3 assess the independence of the INED;
5.4 make recommendations to the Board on relevant matters
relating to the appointment or re-appointment of directors
and succession planning for directors, in particular the
chairman of the Board and the Chief Executive Officer;
5.5 where the Board proposes a resolution to elect an
individual as an independent non-executive director at the
general meeting, the Committee should ensure the setting out
in the circular to shareholders and/or explanatory statement
accompanying the notice of the relevant general meeting why
they believe the individual should be elected and the reasons
why they consider the individual to be independent.
6.1 The Committee is provided by the Board with sufficient
resources to perform its duties including authorisation to
obtain legal or other independent professional advices from
outsiders at the Company's expenses.
6.2 The Committee is authorised by the Board to deal with
matters within the terms of reference and has the authority
to obtain relevant information from employees and to secure
the attendance of outsiders with relevant experience and
expertise if it considers necessary.
7.1 This Terms of Reference has been prepared bilingually in
English and Chinese, and both versions have equal status and
This press release was issued by China Information Technology Development Ltd. and was initially posted at http://www.chinainfotech.com.hk/pdf/E_Terms of Reference for Nomination Committee.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-28 13:06:04 PM. The issuer is solely responsible for the accuracy of the information contained therein.