The board of directors (the "Board") of Great Eagle Holdings Limited (the "Company") established a Nomination Committee (the "Committee") on 8 March 2005.
2. Objectives for the establishmentIn accordance with the Corporate Governance Code as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Committee was established with an objective to formulate policy and making recommendations to the Board on nominations, appointment or re- appointment of directors and Board succession.
3. Composition of the CommitteeThe members of the Committee shall be appointed by the Board and shall consist of not less than three members all being Independent Non-Executive Directors. The Chairman of the Committee shall be elected by and from among its members.
4. Secretary of the CommitteeThe secretary of the Committee shall be appointed by the Committee and shall be responsible for matters relating to Committee meetings and keeping minutes.
5. Meetings and Quorum5.1 The quorum for a Committee meeting shall be two members. In the absence of the Committee Chairman, the Committee members present shall elect one of their number to chair that meeting.
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5.2 Board members shall attend the meetings if invited by
the
Committee.
5.3 The Committee may convene a meeting as and when
necessary, but in any case, not less than once a year.
5.4 For regular meetings, and as far as practicable in all
other cases, an agenda and accompanying board papers should
be sent, in full, to all members of the Committee in a timely
manner and at least 3 days before the intended date of a
Committee meeting (or such other agreed period).
5.5 The place of the Committee meeting shall be the
conference room of the Company (or such other place as agreed
by the Committee). Meetings of the Committee may be held by
telephone conference if required.
5.6 Minutes of Committee meetings should record in sufficient
detail the matters considered by the Committee and decisions
reached, including any concerns raised by Committee members
or dissenting views expressed. Draft and final versions of
minutes of Committee meetings should be sent to all members
of the Committee for their comment and records respectively,
in both cases within a reasonable time after the meeting is
held.
5.7 Full minutes of Committee meetings should be kept by the
Committee secretary. Committee members are entitled to have
access to the minutes.
6.1 The Committee is a standing committee under the Board. It
discharges its duties under the terms of reference so
delegated by the Board, and reports and makes recommendations
to the Board.
6.2 The Committee shall be responsible 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.
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6.3 The Committee shall be responsible 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.
6.4 The Committee should assess the independence of
independent non-executive directors.
6.5 The Committee should 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.
6.6 The Committee shall consider other matter, as delegated
by the
Board from time to time.
7.1 The Committee is authorized by the Board to investigate
any activity within its terms of reference.
7.2 The Committee is authorized by the Board to invite
relevant personnel within the Company to attend Committee
meetings, and to obtain any information that it requires from
any department of the Company if it considers necessary, such
that the Committee will be provided with sufficient resources
to discharge its duties.
7.3 The Committee is authorized by the Board to seek external
legal or other independent professional advice and if it
considers necessary, and to invite outside parties with
relevant experience and expertise to attend meetings, at the
Company's expense.
7.4 The Committee is authorized by the Board to establish
sub-committee. All acts done by the sub-committee as
authorized shall have the like force and effect, as if done
by the Committee. The Committee will be responsible for all
such acts and report to the Board.
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8. Others
8.1 The chairman of the Committee should attend the annual
general meeting or in the absence of the chairman of the
Committee, another member of the Committee or failing this
his duly appointed delegate, to be available to answer
questions raised by the shareholders.
8.2 The Committee may from time to time refer to the
applicable rules and regulations as required under the
Listing Rules and the general market practice to make
recommendations to the Board for revision of the terms of
reference of the Committee.
8.3 The rules and proceedings of Committee meetings shall be
governed by the provisions contained in the Company's
Bye-laws for regulating the meetings and proceedings of
Directors.
8.4 The Committee shall include its terms of reference on the
Hong Kong Stock Exchange's website and the Company's website
and make such information available on request.
Dated: 27 February 2012
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distributed by | This press release was issued by Great Eagle Holdings Limited and was initially posted at http://www.greateagle.com.hk/news_eng/E_NC Terms of Reference.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 12:00:13 PM. The issuer is solely responsible for the accuracy of the information contained therein. |