(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03382) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE (The "Committee") Membership
1. The Committee shall consist of at least three members
appointed by the board of directors (the "Board") of Tianjin
Port Development Holdings Limited (the "Company") from time
to time. The majority of the members of the Committee should
be independent non-executive directors of the Company.
2. The Board shall appoint one of the members as the Chairman
of the Committee who shall be an independent non-executive
director of the Company or the Chairman of the Board.
3. The company secretary of the Company shall act as the
secretary of the Committee (the
"Secretary").
4. The Committee shall meet at least once every year.
Additional meetings shall be held as the work of the
Committee demands.
5. The Chairman of the Committee may convene additional
meetings at his discretion.
6. The quorum of a meeting shall be two members of the
Committee. A duly convened meeting of the 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 Committee.
7. The Committee shall:
(a) 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 corporate strategy of the
Company;
(b) identify individuals suitably qualified to become board
members 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) 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.
8. The Committee shall be provided with sufficient resources
including but not limited to seeking of independent
professional advice, to enable it to perform its duties.
9. The Secretary shall circulate the minutes of the meetings to all members of the Committee and to all members of the Board.
distributed by | This press release was issued by Tianjin Port Development Holdings Ltd. and was initially posted at http://www.tianjinportdev.com/en/pdf/terms_of_ref_nomination.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 14:56:21 PM. The issuer is solely responsible for the accuracy of the information contained therein. |