CIMC-TIANDA HOLDINGS COMPANY LIMITED 
By ????????????
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 445) Terms of Reference for the Nomination Committee
The terms of reference for the Nomination Committee (the
"Committee") of the board of directors
(the "Board") of China Fire Safety Enterprise Group Limited
(the "Company") are as follows:
1.1 The Committee shall comprise a minimum of three members,
who shall be appointed by the Board from time to time.
Majority of the members of the Committee must be independent
non-executive directors.
1.2 The Committee shall be chaired by the chairman of the
Board or an independent non-executive director.
1.3 The company secretary of the Company or a person
designated by the Committee from time to time shall act as
the secretary of the Committee.
2.1 The Committee shall meet at least once a year.
2.2 The quorum of a Committee meeting shall be two
members.
2.3 Any member of the Committee may attend any meeting of the
Committee by means of telephone conference, electronic or
other communication equipment through which all persons
participating in the meeting can communicate with each other
simultaneously and instantly and, for the purpose of counting
a quorum, such attendance shall constitute presence at a
meeting as if those attending were present in person.
2.4 The proceedings of the meetings of the Committee are
governed by the provisions contained in the Articles of
Association of the Company for regulating the proceedings
of
the Board.
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3 Authority
3.1 The Committee is authorized by the Board to conduct
investigations within its terms of reference. It is
authorized to obtain any information necessary from any
employee of the Company and its subsidiaries (collectively
referred to as the "Group").
3.2 The Committee should have access to independent
professional advice if necessary and be provided with
sufficient resources to perform its duties.
4.1 To review the structure, size and composition (including
the skills, knowledge and experience) of the Board and make
recommendations on any proposed changes to the Board to
complement the Company's corporate strategy.
4.2 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.
4.3 To access the independence of independent non-executive
directors.
4.4 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
of the Company.
4.5 To address and deal with other matters that may be
delegated by the Board to the
Committee.
5.1 The Committee shall report to the Board on a regular
basis. At the next meeting of the
Board following the meeting of the Committee, the chairman of
the Committee shall report to the Board its findings and
recommendations.
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| This press release was issued by China Fire Safety Enterprise Group Ltd. and was initially posted at http://www.chinafire.com.cn/english/upload/EW_terms-of-reference_nomination-committee.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-29 09:28:11 AM. The issuer is solely responsible for the accuracy of the information contained therein. |
