(incorporated in Bermuda with limited liability)
(stock code: 927)
( )
( : 927)
Terms of reference of the Nomination Committee
1. Constitution
1.1 The Nomination Committee (the "Committee") is established
pursuant to a resolution passed by the Board of Directors
(the "Board") of the Fujikon Industrial Holdings Limited
Company (the "Company") at its meeting held on 12 March
2012.
2. Membership
2.1 Members of the Committee shall be appointed by the Board
from amongst the directors of the Company and shall consist
of not less than three members and a majority of whom shall
be independent non-executive directors.
2.2 The Chairman of the Committee shall be appointed by the
Board which shall be the chairman of the Board or an
independent non-executive director.
2.3 The secretary of the Committee shall be appointed by the
Board.
2.4 The appointment of the members of the Committee may be
revoked, or additional members may be appointed to the
Committee by separate resolutions passed by the Board and by
the Committee. An appointment of Committee member shall be
automatically revoked if such member ceases to be a member of
the Board.
3. Proceedings of the Committee
3.1 Notice of Meeting:
(a) Unless otherwise agreed by all the Committee members, a
meeting shall be called by at least seven days' notice.
* For identification purpose only
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March 2012
(b) A Committee member may and, on the request of a Committee
member, the secretary to the Committee shall, at any time
summon a Committee meeting. Notice shall be given to each
Committee member in person orally or in writing or by
telephone or by email or by facsimile transmission at the
telephone or facsimile or address or email address from time
to time notified to the secretary by such Committee member or
in such other manner as the Committee members may from time
to time determine.
(c) Any notice given orally shall be confirmed in writing as
soon as practicable and before the meeting.
(d) Notice of meeting shall state the time and place of the
meeting and shall be accompanied by an agenda together with
other documents which may be required to be considered by the
members of the Committee for the purposes of the meeting.
3.2 Quorum: The quorum of the Committee meeting shall be two
members of the
Committee and a majority of which shall be the independent
non-executive directors.
3.3 Frequency: Meetings shall be held at least once a year to
review, formulate and consider the nomination procedures as
regards the appointment, reappointment and removal of
directors (the "Directors") of the Company, their
implementation during the year and to make recommendations to
the Board on candidates for appointment as Directors.
4. Written resolutions
4.1 Written resolutions may be passed by all Committee
members in writing.
5. Alternate Committee members
5.1 A Committee member may not appoint any alternate.
6. Authority of the Committee
6.1 The Committee may exercise the following powers:
(a) to seek any information it requires from any employee of
the Company and its subsidiaries (together, the "Group") and
any professional advisers in order to perform its duties, to
require any of them to prepare and submit reports and to
attend Committee meetings and to supply information and
address the questions raised by the Committee;
(b) to review the performance of the Directors and the
independence of independent non-executive Directors in
relation to their appointment or reappointment as Directors;
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March 2012
(c) to obtain, at the Company's expenses, outside legal or
other independent professional advice on or assistance to any
matters within these terms of reference, including the advice
of independent human resource consultancy firm or other
independent professionals, and to secure the attendance of
outsiders with relevant experience and expertise at its
meetings if it considers this necessary. The Committee shall
have full authority to commission any search (including
without limitation litigation, bankruptcy and credit
searches), report, survey or open recruitment which it deems
necessary to help it fulfill its duties and should be
provided with sufficient resources to discharge its duties;
and
(d) to exercise such powers as the Committee may consider
necessary and expedient so that their duties under section 7
below can be properly discharged.
6.2 The Company should provide the Committee sufficient
resources to perform its duties. Where necessary, the
Committee should seek independent professional advice, at the
Company's expense, to perform its responsibilities.
7. Duties
7.1 The duties of the Committee shall be:
(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;
(b) to identify individuals suitably qualified to become
members of the Board and select or make recommendations to
the board on the selection of individuals nominated for
directorships;
(c) to assess the independence of the independent
non-executive Directors; and
(d) to make recommendations to the Board on relevant matters
relating to the appointment or re-appointment of directors
and succession planning for directors, in particular the
chairman and the chief executive.
8. Minutes and records
8.1 Full minutes of the meetings of the Committee and all
written resolutions of the Committee should be kept by the
secretary of the Committee. The secretary of the Committee
shall circulate the minutes of the meeting of the Committee
or, as the case may be, written resolutions of the Committee
to all members of the Committee within a reasonable time
after the meeting or before the passing of the written
resolutions.
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9. Continuing application of the bye-laws of the Company
9.1 The bye-laws of the Company regulating the meetings and
proceedings of the Directors so far as the same are
applicable and are not replaced by the provisions in these
terms of reference shall apply to the meetings and
proceedings of the Committee.
10. Powers of the Board
10.1 The Board may, subject to compliance with the bye-laws
of the Company and the Listing Rules (including the Corporate
Governance Code set out in Appendix 14 to the Listing Rules
or if adopted by the Company, the Company's own code of
corporate governance practices), amend, supplement and revoke
these terms of reference and any resolution passed by the
Committee provided that no amendments to and revocation of
these terms of reference and the resolutions passed by the
Committee shall invalidate any prior act and resolution of
the Committee which would have been valid if such terms of
reference or resolution had not been amended or revoked.
11. Publication of the terms of reference of the
Committee
11.1 The Committee should make available its terms of
reference, explaining its role and the authority delegated to
it by the Board by including them on the website of the
Company and on the website of the Stock Exchange of Hong Kong
Limited.
Adopted on 26 March 2012
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distributed by | This press release was issued by Fujikon Industrial Holdings Ltd. and was initially posted at http://www.irwebcast.com/cgi-local/report/redirect.cgi?url=http://www.irasia.com/listco/hk/fujikon/a nnouncement/a87936-e00927.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-26 13:18:37 PM. The issuer is solely responsible for the accuracy of the information contained therein. |