China Railway Construction Corp Limited : Terms of Reference of the Nomination Committee
Important Note: The following is an English translation of
the Chinese version of the Terms of Reference of the
Nomination Committee of the Board of China Railway
Construction Corporation Limited. In case of any
discrepancies or inconsistencies between the Chinese and
English versions, the Chinese version shall always prevail.
China Railway Construction Corporation Limited
Terms of Reference of the Nomination Committee of the Board
03/30/2012| 03:44am US/Eastern
The Committee is established by and shall report to the
The Committee shall be responsible for standardizing the
criteria and procedures for the selection of Directors, the
President and other senior management staff of the Company.
The Committee shall be composed of five Directors, the
majority of whom shall be independent non-executive
Directors. The Committee shall have one chairman, who shall
be the Chairman of the Board. The candidates for the members
shall be proposed by the Chairman of the Board after
discussion with relevant Directors to the Board for
consideration and decision.
3. Powers and Duties
The main powers and duties of the Committee are as
(1) to examine the structure, number of members and
composition (including skill, knowledge and expertise related
aspects) of the Board of Directors at least once a year and
provide recommendations to the Board of Directors on any
changes proposed to complement the Company's
(2) to consider the criteria and procedures for the selection
of directors, the President and other senior management
members and provide recommendations thereon to the Board of
(3) to widely search for candidates that have the appropriate
qualifications to serve as directors, President and other
senior management members;
(4) to examine candidates for director, President and other
senior management members and provide recommendations;
(5) to evaluate the independence of the independent
(6) to provide recommendations to the Board of Directors on
matters relevant to the plans for the appointment or
reappointment of directors, the President and other senior
management members and the plans for succession to the
positions of director, President and other senior management
members (in particular the Chairman of the Board and the
(7) to report to the Board its decisions or recommendations,
except those which cannot be reported according to the laws
or regulatory restrictions;
(8) other matters authorized by the Board; and
(9) other relevant requirements for powers and duties of the
Committee according to listing rules of the place where the
shares of the Company are listed as amended from time to
4.1 The Committee's meetings are in the form of regular
meetings and extraordinary meetings. At least one regular
meeting of the Committee shall be held in the first half of a
year and in the second half of a year each. Meetings shall be
presided over by the chairman of the Committee. Where the
chairman is unable to be present, he or she may authorize a
member of the Committee (independent non-executive director)
4.2 The Committee's meetings shall be convened with the
attendance of two-thirds or more of the members.
4.3 The Committee may invite the Company's other
Directors, Supervisors and senior management staff to attend
the meetings if necessary. If necessary, the Committee may
also invite the intermediaries to provide independent and
professional opinions on their decision-makings. All the
expenses caused thereby shall be borne by the Company.
4.4 Voting at the Committee's meetings shall be by show
of hands or by ballot and each member shall have one vote.
The resolutions adopted in the meetings shall only be
approved by more than half of all members.
4.5 The resolutions passed at the Committee's meetings
and the voting results shall be reported to the Board of the
Company in writing.
4.6 There shall be complete minutes of the Committee's
meetings. The members attending the meetings shall sign the
minutes. The meeting minutes shall be kept by the Secretariat
of the Board and made available for inspection by Directors
at any time.
The first draft of the meeting minutes shall be submitted to
all the members for review as soon as possible and members
shall provide written amendment suggestions. The final draft
of the meeting minutes shall be finished within a reasonable
time after meetings and sent to all the members for record.
5. Other Provisions
5.1 The Company shall provide necessary funds and other
resources to the Committee for performing its duties. If
necessary, the Committee shall seek independent and
professional opinions for performing its duties and relevant
expenses caused thereby shall be borne by the Company.
5.2 The Committee shall respond to the invitation by the
Chairman of the Board and have the chairman of the Committee
(or, where the chairman is unable to be present, another
member or his or her authorized representative) attend each
Annual Shareholders' General Meeting and answer
questions raised thereon.
Note: The senior management staff refers to the President,
Vice Presidents, the Chief Accountant, the Chief Engineer,
the Chief Economist, and the Board Secretary, which are
engaged by the Board.
This press release was issued by CRCC - China Railway Construction Corporation Limited and was distributed, unedited and unaltered, by noodls on 2012-03-30 09:28:57 AM. The issuer is solely responsible for the accuracy of the information contained therein.