(Incorporated in Bermuda with limited liability)
Terms of Reference for the Nomination CommitteeThe board of directors (the "Board") of the Company has approved the following terms of reference for the Nomination Committee established by the Company which set out the Committee's authorities and duties:-
1. Membership
1.1 Members of the Nomination Committee shall be appointed by
the Board.
1.2 A majority of the members of the Nomination Committee
shall be independent non-executive Directors.
2.1 The Chairman of the Nomination Committee shall be appointed by the Board.
3. Secretary
3.1 The Company Secretary shall be the secretary of the
Nomination Committee.
3.2 In the absence of the secretary of the Nomination
Committee, the members present at the meeting of the
Nomination Committee shall elect another person as the
secretary.
4.1 The quorum for meetings of the Nomination Committee shall
be any two members.
4.2 A duly convened meeting of the Nomination Committee at
which a quorum is present at the time when the meeting
proceeds to business and continues to be present until the
conclusion of the meeting, shall be competent to exercise all
or any of the authorities, powers and discretions vested in
or exercisable by the Nomination Committee.
5.1 The Nomination Committee shall meet at least once a year ("regular meeting").
6. Attendance at meetings
6.1 Members of the Nomination Committee may attend meetings
of the Nomination
Committee either in person or through other electronic means
of communication.
7.1 A meeting of the Nomination Committee may be convened by
any of its members, or by the secretary of the Nomination
Committee at the request of any of its members.
7.2 Unless otherwise agreed by all the members of the
Nomination Committee, notice of at least 14 days shall be
given of a regular meeting of the Nomination Committee, and
such notice shall be sent to each member of the Nomination
Committee and to any other person invited to attend by post
or through other electronic means of communication. For all
other meetings of the Nomination Committee, reasonable notice
shall be given.
7.3 In respect of regular Nomination Committee meetings and
so far as practicable in all other cases, an agenda and
accompanying supporting papers shall be sent to all members
of the Nomination Committee and to other attendees as
appropriate at least 3 days before the date of the meeting
(or such other period as agreed) by post or through other
electronic means of communication.
7.4 Any member of the Nomination Committee shall be entitled,
by notice to the secretary of the Nomination Committee, to
include other matters relevant to the functions of the
Nomination Committee in the agenda of a Nomination Committee
meeting.
8.1 The secretary of the Nomination Committee (or his/her
delegate) in attendance at the meetings of the Nomination
Committee shall minute in sufficient detail the matters
considered and decisions reached at such meetings. The
minutes shall also include any concerns raised by any member
of the Nomination Committee and/or dissenting views
expressed.
8.2 The secretary shall ascertain, at the beginning of each
meeting, the existence of any conflicts of interest and
minute them accordingly. The relevant member of the
Nomination Committee shall not be counted towards the quorum
and he/she must abstain from voting on any resolution of the
Nomination Committee in which he/she or any of his/her
associates has a material interest, unless the exceptions set
out in note 1 to Appendix 3 of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong
Limited (the "Listing Rules") apply.
8.3 Draft and final versions of minutes of Nomination
Committee meetings shall be sent to all Nomination Committee
members for their comment and records respectively, in both
cases within a reasonable time after the meeting. Once the
minutes are signed, the secretary shall circulate the minutes
and reports of the Nomination Committee to all members of the
Board.
8.4 Minutes of the Nomination Committee shall be kept by the
secretary of the Nomination Committee and shall be available
for inspection by any member of the Nomination Committee or
the Board at any reasonable time on reasonable notice.
9.1 The chairman of the Nomination Committee or in his/her absence, another member of the Nomination Committee or failing this, his/her duly appointed delegate, shall attend the Annual General Meeting of the Company and be prepared to respond to questions at the Annual General Meeting on the Nomination Committee's activities and their responsibilities.
10. Other regulations governing the meetings and proceedings of the Nomination Committee10.1 Unless otherwise specified above, the provisions contained in the Company's Bye-Laws for regulating meetings and proceedings of directors shall apply to the meetings and proceedings of the Nomination Committee.
11. Duties
11.1 The duties of the Nomination Committee are as
follows:-
(a) review the structure, size and composition (including the
skills, knowledge and experience) of the Board at least
annually and make recommendations any proposed changes to the
Board to complement the Company's corporate strategy;
(b) identify individuals suitably qualified to become Board
members and select or make recommendations to the Board on
the selection of, individuals nominated for
directorships;
(c) assess the independence of independent non-executive
directors; and
(d) make recommendations to the Board on the appointment or
re-appointment of directors and succession planning for
directors in particular the chairman and the chief executive.
12.1 The Nomination Committee shall compile a report to
shareholders on its role and work performed by it during the
year, including the assessment and evaluation of the
composition of the Board and its effectiveness, as well as
the independence of the independent non-executive directors,
for inclusion in the Company's Corporate Governance
Report.
12.2 The Nomination Committee shall report back to the Board
on their decisions or recommendations, unless there are legal
or regulatory restrictions on their ability to do so.
13.1The Nomination Committee shall have access to independent
professional advice, at the Company's expenses if considered
necessary and shall be provided with sufficient resources to
discharge its duties.
13.2 Where the Board proposes a resolution to elect an
individual as an independent non-executive director at the
general meeting, it should set out in the circular to
shareholders and/or explanatory statement accompanying the
notice of the relevant general meeting why they believe
he/she should be elected and the reasons why they consider
him/her to be independent.
13.3 All members of the Nomination Committee shall have
access to the advice and services of the secretary of the
Nomination Committee with a view to ensuring that procedures
of the Nomination Committee and all applicable rules and
regulations are followed.
13.4 In the event that the Nomination Committee or any member
of the Nomination Committee requires access to outside
independent professional advice in connection with
its/his/her duties, a request may be made to the Board
through the company secretary. All such requests shall be
processed in accordance with the Company's pre-defined
procedures for seeking independent professional advice at the
Company's expenses.
13.5 Every member of the Nomination Committee shall ensure
that he/she can give sufficient time and attention to his/her
duties as a member of the Nomination Committee. He/She shall
give the Company the benefit of his/her skills and expertise
through regular attendance and active participation.
13.6 The Nomination Committee is authorised by the Board to
seek such further information from the management of the
Company as it may require in order to enable it discharge its
duties.
14.1 The terms of reference of the Nomination Committee, as revised from time to time, will be posted on the website of the Company, and will be made available on request.
distributed by | This press release was issued by Chinese People Holdings Company Limited and was initially posted at http://www.681hk.com/files/eng/e5. nc.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-29 12:24:14 PM. The issuer is solely responsible for the accuracy of the information contained therein. |