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企業管治
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NOMINATION COMMITTEE - TERMS OF REFERENCE

 

The Nomination Committee is a specialized organization established under the board of directors of the Company (the “Board”) which is primarily responsible for providing recommendation on appointment, removal and recruitment of directors and senior management and recommendation on the selection criteria and procedures for conducting research.

1.   Membership

1.1   The Nomination Committee shall comprise of five members in which a majority of the members shall be independent non-executive directors.

1.2   The Nomination Committee shall have a Chairman to be acted by the Chairman of the Board or an independent non-executive director.

1.3  The members of the Nomination Committee (including the Chairman) shall be nominated by the Chairman of the Board, or by more than half of the independent non-executive directors, or by more than one third of the Board of Directors and shall be appointed by the Board.

1.4   The tenure of the members of the Nomination Committee shall be limited to his/her tenure of being a director of the Company and can be re-elected upon its expiry of the term of appointment.   In the event that the number of members of the Nomination Committee fall below the number of members as stipulated in 1.1 above, the Board shall make up the number of members in accordance with the requirement within three months from the date of the shortfall.

1.5   The Nomination Committee shall have a Secretary to be appointed by the Board.

 

2.     Meetings

2.1   The Nomination Committee shall meet at least once a year.

2.2   Notice of any meetings has to be given at least 14 days prior to any such meeting being held, unless all Members unanimously waive such notice.        Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member.     Notice    of any adjourned meetings is not required if adjournment is for less than 14 days.

2.3  The quorum of a meeting of the Nomination Committee shall be a majority of members.

2.4   Meetings  could  be  held  in  person,  by  telephone  or  by  video  conference.  Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

2.5   Resolutions of the Nomination Committee at any meetings shall be passed by a majority of votes of the Members present.

2.6   A resolution in writing signed by all the Members of the Nomination Committee shall be as valid and effectual as if it had been passed at a meeting of the Nomination Committee duly convened and held.

2.7   Minutes shall be kept by the secretary of the Nomination Committee.     Draft and  final  versions  of  minutes  shall  be  circulated  to  all  Members  for  their comment and records within a reasonable period of time after the meeting. Such minutes shall be open for Directors' inspection.

 

3.     Attendance at Meetings

3.1   At the invitation of the Nomination Committee, the Chief Executive Officer, the external advisers and other persons may be invited to attend all or part of any meetings.

3.2   Only Members of the Nomination Committee are entitled to vote at the meetings.

 

4.     Annual General Meeting

4.1   The  Chairman  of  the  Nomination  Committee  or  another  Member  of  the Nomination Committee shall attend the Company's Annual General Meeting and be   prepared   to   respond   to   shareholders'   questions   on   the   Nomination Committee's activities and their responsibilities.

 

5.     Responsibility, Powers and Discretion

The Nomination Committee shall have the following responsibilities, powers and discretion:

5.1   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;

5.2   to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;

5.3   to assess the independence of independent non-executive directors;

5.4   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; and

5.5   Where the Board proposes a resolution to elect an individual as an independent non-executive Director at a general meeting, the Nomination Committee shall 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 reason why they consider him/her to be independent.

 

6.     Reporting Responsibilities

6.1   The Nomination Committee shall report to the Board after each meeting.

 

7.     Authority

7.1   The Nomination Committee is authorised by the Board where necessary to have access to professional advice.

Note: Arrangement to seek professional advice could be made through Company Secretary.

7.2   The  Nomination  Committee  shall  be  provided  with  sufficient  resources  to discharge its duties.

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