??????????* (Incorporated in
Bermuda with limited liability) (the "Company")
(Stock Code: 1169)
Nomination Committee Terms of Reference
The board of directors of the Company (the "Board") hereby constitutes and established a nomination committee (the "Nomination Committee") with the authority, responsibility, and specific duties as described below.
2. MEMBERSHIP
2.1 The Nomination Committee shall be appointed by the Board
and shall consist of not less than three (3) members.
2.2 The majority of the members of the Nomination Committee
shall be independent non- executive directors.
2.3 The members of the Nomination Committee (the "Members")
shall appoint its chairman who must be the chairman of the
Board or an independent non-executive director. A quorum
shall be two (2) Members.
The function of the Nomination Committee is to make recommendations to the Board on appointment of the directors, so as to ensure that all nominations are fair and transparent.
* for identification purpose only? 1 ?
4. AUTHORITYThe Nomination Committee is granted the authority by the Board to investigate any activity within its terms of reference and all employees of the Company are directed to cooperate as requested by the Members. The Nomination Committee is authorised by the Board to obtain legal or other independent professional advice as necessary, at the Company's expense, to assist the Nomination Committee and shall be provided with sufficient resources by the Company to perform its duties.
5. DUTIES
5.1 The duties of the Nomination Committee include:
(a) to 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;
(b) to 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) to assess the independence of independent non-executive
directors;
(d) to 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
officer;
(e) to do any such things to enable the Nomination Committee
to discharge its powers and functions conferred on it by the
Board;
(f) to review and monitor the training and continuous
professional development of directors and senior
management;
(g) to develop, review and monitor the code of conduct and
compliance manual
(if any) applicable to employees and
directors.
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6.1 The Nomination Committee shall meet at least once
annually.
6.2 Additional meetings shall be held if circumstances
require.
7.1 As necessary or desirable, the chairman of the Nomination
Committee may request that members of management be present
at meetings of the Nomination Committee.
7.2 Meetings can be held by way of telephone conference.
The company secretary of the Company (the "Company Secretary") shall be the secretary of the Nomination Committee.
9. MINUTES
9.1 Minutes of the Nomination Committee meetings shall be
kept by the Company Secretary and draft and final versions of
minutes of the meetings shall be sent to all Members for
their comments and records respectively in both cases within
a reasonable time after the meeting.
9.2 The Company Secretary shall circulate the minutes of
meetings of the Nomination
Committee to all directors of the Board.
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The chairman of the Board may invite the chairman of the Nomination Committee to attend the annual general meeting of the Company. In his/her absence, the chairman of the Board may invite another member of the Nomination Committee or failing this his/her duly appointed delegate, to attend. These persons should be available to respond to any questions of the shareholders of the Company at the annual general meeting of the Company.
11. GENERAL
The Nomination Committee should make available these terms of
reference, explaining its role and the authority delegated to
it by the Board by including them on the website of the Stock
Exchange of Hong Kong Limited and the website of the
Company.
March, 2012
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distributed by | This press release was issued by Haier Electronics Group Co. Ltd. and was initially posted at http://www.haier-elec.com.hk/download/notices_en/E_Terms of Reference of Nomination Committee.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 12:27:30 PM. The issuer is solely responsible for the accuracy of the information contained therein. |