PACIFIC ONLINE LIMITED 
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( ?????) (??????????????) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE??????????
1. MEMBERSHIP ??1.1 Members of the Nomination Committee (the "Committee") shall be appointed by the board of directors (the "Board") of the Company.
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1.2 The majority of the members of the Committee shall be independent non-executive directors.
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2. CHAIRMAN ??2.1 The chairman of the Committee shall be appointed by the Board and shall either be the Chairman of the Board or an independent non-executive director.
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3. SECRETARY ??3.1 The secretary of the Company (the "Company Secretary") shall be the secretary of the Committee. The Company Secretary or, in his/her absence, his/her delegate(s) or any person elected by the members present at the meeting of the Committee shall attend the meeting of the Committee and take minutes.
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4. PROCEEDINGS OF THE COMMITTEE MEETINGS ????????Unless otherwise specified hereunder, the provisions contained in the Company's Articles of Association (as amended from time to time) for regulating proceedings of directors' meetings shall apply to the meetings of the Committee.
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4.1 Quorum ????4.1.1 The quorum for meetings of the Committee shall be any two members.
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4.1.2 The secretary of a Committee meeting shall ascertain, at the beginning of the meeting, the existence of any conflict of interest and minute them accordingly. The relevant member of the Committee shall not be counted towards the quorum and he/she must abstain from voting on any resolution of the Committee in which he/she or his/her associates has a material interest.
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4.2 Frequency of meetings ????4.2.1 The Committee shall hold at least one regular meeting in a year. Additional meetings of the Committee may be held as and when required.
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4.3 Attendance at meetings ????4.3.1 Members of the Committee may attend meetings of the Committee either in person or through other electronic means of communication or in such other manner as the members may agree.
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4.3.2 Where appropriate or required, other directors, head of human resources, relevant senior management and persons(s) invited by a Committee member may attend meetings of the Committee.
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4.4 Notice of meetings ????
4.4.1 A meeting of the Committee may be convened by any of
its members or by the
Company Secretary.
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4.4.2 Unless otherwise agreed by all the members of the Committee, notice of at least 7 days shall be given for a regular meeting of the Committee. For all other meetings of the Committee, reasonable notice shall be given.
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4.4.3 Agenda and accompanying supporting papers shall be sent, in full, to all members of the Committee and to other attendees as appropriate at least 3 days before the date of the meeting (or such other period as the members may agree).
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4.5 Minutes of meetings ????4.5.1 The secretary of a Committee meeting shall record in sufficient detail the matters considered by the Committee and decisions reached, including the names of those present and in attendance and any concerns raised by any member of the Committee and/or dissenting views expressed.
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4.5.2 Draft and final versions of minutes of a Committee meeting shall be sent to all Committee members for their comment and records respectively, within a reasonable time after the meeting is held.
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4.5.3 Minutes of meetings of the Committee shall be kept by the Company Secretary and shall be available for inspection by any member of the Committee or the Board at any reasonable time on reasonable notice.
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4.6 Written resolutions ?????4.6.1 Without prejudice to any requirement under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), written resolution may be passed and adopted by all members of the Committee.
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5. RESPONSIBILITIES AND AUTHORITIES OF THE COMMITTEE?????????
5.1 The responsibilities and authorities of the Committee shall include such responsibilities and authorities set out in the relevant code provisions of the Corporate Governance Code (the "CG Code") as contained in Appendix 14 to the Listing Rules (as amended from time to time).
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5.2 The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
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5.3 Without prejudice to any requirement under the CG Code,
the duties of the
Committee include the following:
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(a) 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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(b) 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.
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(c) To assess the independence of independent non-executive directors.
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(d) To make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman of the Board and the Chief Executive.
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5.4 The Committee shall be provided with sufficient resources to perform its duties and shall have access to independent professional advice if necessary.
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5.5 All members of the Committee shall have access to the advice and services of the Company Secretary, and separate and independent access to the Company's senior management for obtaining necessary information.
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6. REPORTING RESPONSIBILITIES ????6.1 The Committee shall report back to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).
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7. ANNUAL GENERAL MEETING ??????7.1 The chairman of the Committee or in his/her absence, another member of the Committee or failing this, his/her duly appointed delegate, shall attend the Annual General Meeting of the Company and be prepared to respond to questions at the Annual General Meeting on the Committee's work and responsibilities.
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Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.
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| This press release was issued by Pacific Online Limited and was initially posted at http://corp.pconline.com.cn/pdf/20120330NC_TOR.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 23:14:37 PM. The issuer is solely responsible for the accuracy of the information contained therein. |
