DAH CHONG HONG HOLDINGS LIMITED (the "Company")
TERMS OF REFERENCE OF
NOMINATION COMMITTEE
Adopted at the Board Meeting on 1 March 2012.
Constitution
1. The board (the "Board") of directors of the Company (the
"Directors") has resolved to establish a committee of the
Board for the nomination of directors, such committee to be
known as the Nomination Committee (the "Committee"), with the
membership, authority and duties described below.
Membership
2. The members of the Committee shall be appointed by the
Board from amongst the Directors and shall consist of not
less than three members, the majority of whom should be
independent non-executive Directors.
3. The Board shall appoint and remove the chairman of the
Committee (the "Committee Chairman") who should be the
chairman of the Board or an independent non-executive
Director. In the absence of the Committee Chairman and an
appointed deputy, the remaining members present shall elect
one of themselves, who should be an independent non-executive
Director or the chairman of the Board, to chair the
meeting.
Frequency of meetings
4. The Committee shall meet at least annually and at such
other times as the Committee shall require. The Committee
Chairman or any other member may convene a meeting of the
Committee whenever he considers it necessary.
Quorum
5. The quorum necessary for physical meetings and meetings
held through electronic means shall be not less than half of
the members.
Authority
6. The Committee reports directly to the Board.
7. The Committee is authorised by the Board to determine the
policy for the nomination of directors, to set out the
nomination procedures and the process and criteria adopted to
select and recommend candidates for directorship.
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8. The Company shall provide the Committee with sufficient
resources to perform its duties. In addition, if the
Committee considers necessary, it should seek independent
professional advice, at the Company's expense, to perform its
responsibilities.
Duties
9. The duties of the Committee are:
(a) to formulate the nomination policy for the Board's
consideration and approval and to implement accordingly;
(b) 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;
(c) 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.
Sufficient biographical details of nominated candidates shall
be provided to the Board to enable them to make informed
decisions;
(d) to identify and nominate candidates to fill casual
vacancies (as and when they arise) for the approval of the
Board;
(e) to assess the independence of independent non-executive
Directors;
(f) 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;
(g) do any such things to enable the Committee to discharge
its powers and functions conferred on it by the Board;
and
(h) conform to any requirement, direction, and regulation
that may from time to time be prescribed by the Board or
contained in the Company's constitution or imposed by
legislation.
Reporting Procedure
10. The General Manager of the Group Human Resources &
Administration Department of the Company shall be the
secretary of the Committee (the "Committee Secretary").
11. Full minutes of the meetings of the Committee should be kept by the company secretary of the Company. The Committee Secretary should send draft and final versions of minutes of the Committee meetings to all members of the Committee for their comment and records respectively within a reasonable time after each meeting.
12. The Committee Secretary shall circulate the minutes of
meetings and resolutions of the
Committee to all members of the Board.
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13. The Committee shall, unless there are legal or regulatory
restrictions from doing so, report its decisions or
recommendations to the Board on a regular basis, normally at
the next meeting of the Board following a meeting of the
Committee.
Annual General Meeting
14. The Committee Chairman or in his absence, another member
of the Committee or failing that a duly appointed
delegate of the chairman of the Committee shall attend
the annual general meeting of the Company so as to be
available to answer questions from the shareholders of the
Company on matters within the scope of duties of the
Committee.
Publication of These Terms of Reference
15. A copy of these Terms of Reference will be posted on the
websites of the Company and
The Stock Exchange of Hong Kong Limited.
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distributed by | This press release was issued by DCH - Dah Chong Hong Holdings Limited and was initially posted at http://www.dch.com.hk/upload/invs_news/242/en/e01828 - DCHH - NC ToR_eng.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 13:56:24 PM. The issuer is solely responsible for the accuracy of the information contained therein. |