Dickson Concepts (In : Terms of Reference of Nomination Committee

DICKSON CONCEPTS (INTERNATIONAL) LIMITED ("the Company") TERMS OF REFERENCE OF NOMINATION COMMITTEE ("the Committee") 1. Membership

1.1 The members ("the Members") of the Committee shall be appointed by the Board of Directors ("the Board"), a majority of whom shall be Independent Non-Executive Directors ("the INEDs").
1.2 The Chairman of the Committee shall be the Group Executive Chairman.

2. Secretary

2.1 The Company Secretary, or in her absence, her delegate, shall act as the Secretary of the Committee.
2.2 The Committee may from time to time appoint any other person with appropriate qualifications and experience as the Secretary of the Committee.

3. Frequency and Proceedings of Meetings

3.1 The Committee shall meet at least once a year.
3.2 Proceedings of meetings of the Committee shall be governed by the provisions contained in the New Bye-Laws of the Company for regulating the meetings of the Board. In particular, any Member may participate in a meeting by means of a conference call telephone facilities or similar means of communication whereby all persons participating in the meeting are capable of conversing with one another. A resolution in writing signed by all the Members shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
3.3 The quorum of a meeting of the Committee shall be any two Members.
3.4 Only Members are entitled to vote at the meetings.
3.5 Full minutes of the meetings of the Committee shall be kept by the Secretary of the Committee. Draft and final versions of minutes of the meetings of the Committee shall be circulated to all Members for their comment and records within a reasonable time after the meeting is held. Such minutes shall be open for Directors' inspection.

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4. Attendance at Meetings

4.1 At the invitation of the Committee, the Chief Executive Officer, external advisors or any other persons may attend the meetings of the Committee.
4.2 The Chairman of the Committee or in his/her absence, another Member or failing this his/her duly appointed delegate, shall attend the Company's annual general meetings and be prepared to answer shareholders' questions on the work performed by the Committee and its duties.

5. Duties, Powers and Functions

The Committee shall have the following duties, powers and functions :-
5.1 to determine nomination policy, procedures and criteria for nomination of Directors for the Board's consideration;
5.2 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 implement the Company's corporate strategy;
5.3 to identify and nominate individuals suitably qualified to become additional Directors or to fill casual vacancies of the Board and make recommendations to the Board on the selection of individuals nominated for directorships;
5.4 to assess the independence of INEDs and review the INEDs' annual confirmations on their independence and to disclose its review results in the Corporate Governance Report in the Annual Report of the Company;
5.5 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;
5.6 where the Board proposes a resolution to elect an individual as an INED at t he general meetings, to ensure the Board sets out in the circular to Shareholders and/or explanatory statement accompanying the notice of the revenant general meeting the reasons why the Board believes he/she should be elected and why it considers him/her to be independent; and
5.7 to do any such things to enable the Committee to perform its duties and to discharge its powers and functions conferred on it by the Board.

6. Authority

6.1 The Committee shall be provided with sufficient resources to perform its duties.
6.2 The Committee shall seek independent professional advice, at the Company's
expense, to perform its duties if necessary.

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7. Reporting Responsibilities

7.1 The Committee shall report to the Board on a regular basis on its recommendations and decisions.

8. Publication of the Terms of Reference

8.1 The terms of reference of the Committee shall be posted on the websites of Hong Kong Exchanges and Clearing Limited and the Company. A copy of the terms of reference of the Committee shall be made available to any person without charge upon request.

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