SANDMARTIN INTERNATIONAL HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
Terms of reference of the Nomination Committee
The Nomination Committee
The board of directors (the "Board") of Sandmartin
International Holdings Limited (the "Company") established a
committee of the Board known as the Nomination Committee (the
"Nomination Committee"), a summary of its constitution and
particular duties are set out below:-
Members of the Nomination Committee shall be appointed by the
Board from amongst the directors of the Company (the
"Directors") and the Nomination Committee shall consist of
not less than three members, the majority of which shall be
independent non-executive directors.
The chairman of the Nomination Committee shall be appointed
by the Board.
The company secretary shall be the secretary of the
(3) Attendance at meetings
A quorum shall be two members. Other board members, apart
from the Nomination Committee members, have the right to
attend any Nomination Committee meetings, though they shall
not be counted in the quorum.
Only the Nomination Committee members shall have the voting
powers in the meeting.
The Nomination Committee members may call any meetings at any
time when necessary. Notice of each meeting confirming the
venue, time and date shall be sent to each member of
the Nomination Committee, and to any other person required to
attend in relation to all
regular meetings of the Nomination Committee, at least 14
days before the date of the meeting, unless such notification
is waived by all members of the Nomination Committee.
Notwithstanding the notification period, the attendance of
the member of the committee at the meeting would deem to be
treated as the waiver of the required notification
requirement. If the continued meetings held within 14 days,
no prior notice is required.
Meeting can be attended in person or via electronic means
including telephonic or video conferencing. The Members may
attend meetings either in person, by telephone or through
other electronic means of communication (which are available
to all attended parties).
Resolutions of the Nomination Committee shall be passed with
a majority of votes. Resolutions signed by all members of the
Nomination Committee will be treated valid as if it
is passed in the meeting held by the Nomination Committee.
Updated on 30 March 2012
Minutes of the Nomination Committee meetings shall be kept by
the secretary of the Nomination Committee and shall be
available for inspection by any member of the Nomination
Committee and/or any Director of the Company at any
reasonable time on reasonable notice. Draft and final
versions of minutes of Nomination Committee meetings shall be
sent to all Nomination Committee members for their comments
and records respectively, in both cases within a reasonable
time after the meeting. Once they are agreed, the secretary
of the Nomination Committee shall circulate the minutes and
reports of the Nomination Committee to all members of the
The Nomination Committee is authorized by the Board to seek
any necessary information which is within the Nomination
Committee's scope of duties from the employees.
The Nomination Committee is authorized by the Board to obtain
outside legal or other independent professional advice at the
Company's expense, and to secure the attendance of
outsiders with relevant experience and expertise if it
Note: All such arrangements of obtaining outside legal or
other independent professional advice may be made by the
The Nomination Committee shall have access to sufficient
resources in order to discharge its duties.
The duties of the Nomination Committee shall include, but
shall not be limited to the following:
6.1 To review the structure, size and composition of the
Board (including the skills, knowledge and experience) on a
regular basis and make recommendations to the Board regarding
any proposed changes;
6.2 To identify individuals suitably qualified to become
Board members and select or make recommendations to the Board
on the selection of, individuals nominated for
6.3 To assess the independence of independent non-executive
6.4 To 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 and the chief executive officer; and
6.5 Where the Board proposes a resolution to elect an
individual as an independent non-executive Director at the
general meeting, the Nomination Committee should set 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.
Updated on 30 March 2012
This press release was issued by Sandmartin International Holdings Ltd. and was initially posted at http://www.sandmartin.com.hk/web/html/download.asp?fileid=1246 . It was distributed, unedited and unaltered, by noodls on 2012-03-31 13:14:08 PM. The issuer is solely responsible for the accuracy of the information contained therein.