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(Incorporated in Hong Kong with limited liability)
Stock code: 174 TERMS OF REFERENCE OF NOMINATION COMMITTEE I. Introduction
The nomination committee (the "Nomination Committee") is a
committee of the board of director (the "Board") of Gemini
Investments (Holdings) Limited (the "Company") established
pursuant to Article 128 of the Articles of Association of the
Company and with reference to Appendix 14 of the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited headed "Corporate Governance Code and
Corporate Governance Report".
The Nomination Committee of the Company is requir ed to be
established based on the principle that there should be a
formal, considered and transparent procedure for the
appointment of new directors in the Company and that there
should be plans in place for orderly succession for such
appointments.
1. Members of the Nomination Committee shall be appointed by
the Board. The Board shall appoint the boar d of the chairman
or any one of independent non-executive director to be the
chairman of the Nomination Committee.
2. The Nomination Committee shall be comprised of at least 3
members, a majority of whom shall be independent
non-executive directors of the Company.
1. The necessary quorum for a meeting of the Nomination
Committee shall not be less than 2 (TWO) members. A duly
convened meeting of the Nomination Committee at which a
quorum is present shall be competent to exercise all or any
of the authorities, powers and discretions vested in or
exercisable by the Nomination Committee.
2. In the absence of the chairman of the Nomination Committee
and/or a duly appointed deputy, the remaining members present
shall elect one among themselves to chair the meeting.
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IV. Duties of the Nomination Committee
1. The Nomination Committee shall perform the following
duties:-
(a) review the structure, size and composition (including the
skills, knowledge and experience) of the Board at least ann
ually and make recommendations on any proposed changes to the
Board to complement the Company's corporate strategy;
(b) identify individuals suitably qualified to become members
of the Board 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) mak e recommendations to the Board on the appointment or
re-appointment of directors of the Company and succession
planning for directors of the Company, in particular the
chairman and the chief executive of the Company.
The Nomination Committee, when exercising its duties, shall
consider that an independent non-executive director serving
more than 9 years could be relevant to the determination of a
non-executive director's independence. If an independent
non-executive director serves more than 9 years, his further
appointment shall be subject to a separate resolution to be
approved by shareholders of the Company. The papers to shar
eholders accompanying that resolution shall include the
reasons why the Board believes he is still independent and
should be re-elected.
1. The Company shall provide the Nomination Committee
sufficient resources to perform its duties.
2. If the Nomination Committee considers necessary, the
Nomination Committee is authorised by the Board to obtain, at
the Company's expense, any external legal or other
independent professional advice on any matter within its term
of reference.
1. The chairman of the Nomination Committee, or in his/her
absence, a duly appointed deputy, shall attend the annual
general meeting of the Company and prepare to respond to any
shareholder's question on the Nomination Committee's
activities.
2. The Nomination Committee shall r eview its own
constitution and terms of reference from time to time and
recommend any change it considers necessary to the Board for
approval.
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distributed by | This press release was issued by Gemini Property Investments Ltd. and was initially posted at http://202.66.146.82/listco/hk/gemini/announcement/a120328d.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-28 23:15:36 PM. The issuer is solely responsible for the accuracy of the information contained therein. |