(Incorporated in Cayman Islands with limited liability)
(Stock code: 1129) TERM OF REFERENCE OF NOMINATION COMMITTEE 1. CONSTITUTION• The board of directors (the "Board") of China Water Industry Group Limited (the "Company") has established a Nomination Committee on 19 January 2012 and approved its terms of reference.
2. MEMBERS
• The members of the Nomination Committee shall be appointed
by the Board from amongst the directors of the Company and
shall consist of three members, a majority of whom should be
Independent Non-executive Directors. A quorum for the meeting
shall be two members of the Nomination Committee.
• The chairman of the Nomination Committee shall be appointed
by the Board. In his absence, members present may elect any
member to chairman a committee meeting.
• The Nomination Committee may, from time to time, invite any
Board member or officer or any other person to attend any of
its meeting so as to ensure that the Nomination Committee to
better perform its duties and obligations.
• The Company Secretary or his or her delegate or such other
person appointed by the chairman shall be the secretary of
the Nomination Committee.
• Meeting(s) shall be held at least once a year. The Nomination Committee may adopt from time to time the procedure governing the convening of committee meeting(s), the means and procedure for the passing of resolutions of the committee meeting.
* For identification purpose only
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5. AUTHORITY
• The Nomination Committee is authorized by the Board to
carry out such related matters in accordance with its terms
of reference. It is authorized to obtain any information it
requires from any employees of the Company and all the
employees of the Company are required to co-operate with any
request made by the Nomination Committee.
• The Nomination Committee is authorized by the Board to seek
any advices from independent professionals and if necessary,
may invite those professional(s) with relevant experience, to
attend the meeting of Nomination Committee.
The duties of the Nomination Committee shall be:
• to review the structure, size and composition (including
the skills, knowledge and experience) of the Board and to
make recommendations to the Board after such review;
• to assess the suitability and qualification of candidates
for directors and to report to the
Board on their assessment;
• to make recommendations to the Board on relevant matters
relating to the appointment or re-election of Directors and
succession planning for Directors in particular the Chairman
and Chief Executives including Chief Executive Officer, Chief
Finance Officer and Chief Operating Officer;
• to assess the independence of independent Non-executive
Directors;
• to elect an individual as an independent Non-executive
Director at the general meeting, it should be out in the
circular to shareholders and/or explanatory statement
accompanying the notice of the relevant general meeting why
the board believe he should be elected and the reasons why
they consider him to be independent; and
• to monitor the annual checks and assessment on the members
of the Board, including the suitability and the sufficiency
of time of independent Non-executive Directors.
• The secretary of the Nomination Committee, in consultation with the chairman of the Nomination Committee, should be responsible for drawing up the agenda of each of the Nomination Committee meeting. The secretary of the Nomination Committee shall assist the chairman of Nomination Committee and ensure that all members shall have sufficient information in timely manner to enable effective discussion at a Nomination Committee meeting. The chairman shall brief all the members of the Nomination Committee on the issues arising at each of the Nomination Committee meeting.
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• The secretary of the Nomination Committee shall circulate
the draft and final versions of the minutes of meetings and
reports of the Nomination Committee to all members for
comment (if any) as and records with seven (7) working days
after each meeting. All minutes shall record in sufficient
detail the matters considered, decisions reached or
recommendations made and any concerns raised by any member of
the Nomination Committee including dissenting views of any
member.
• All minutes and/or report(s) of the Nomination Committee
shall be circulated to all members of the Board.
• These terms of reference was approved and adopted by the Board on 19 January 2012.
This document has been translated into Chinese. In case of discrepancies between the English version and the Chinese version, the English version shall prevail.
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distributed by | This press release was issued by China Water Industry Group Limited and was initially posted at http://www.chinawaterind.com/attachment/2012032822115017_en.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-28 23:13:23 PM. The issuer is solely responsible for the accuracy of the information contained therein. |