FAR EAST CONSORTIUM INTERNATIONAL LIMITED TERMS OF REFERENCE OF NOMINATION COMMITTEE
FAR EAST CONSORTIUM INTERNATIONAL LIMITED(the "Company")
(Incorporated in the Cayman Islands with limited liability)
(Stock Code : 35)
TERMS OF REFERENCE OF NOMINATION COMMITTEE(THE "COMMITTEE")
1. Membership
1.1 The Committee shall be appointed by the board of
directors (the "Board") of the Company which shall consist of
not less than three members and the majority of whom should
be independent non-executive directors.
1.2 Appointments to the Committee shall be for a period of up
to 3 years, which may be extended by the Board for further 3
year periods.
1.3 Only members of the Committee (including the secretary)
have the right to attend Committee meetings. However, other
individuals such as the chairman of the Board, the chief
executive, the head of human resources and external advisers
may be invited to attend for all or part of any meeting, as
and when appropriate.
1.4 Formal meetings of the Committee may be held by telephone
or other communication equipment which allows those
participating to hear and speak to each other, and the quorum
in that event shall be any two Committee members so
linked.
1.5 The Board shall appoint the chairman of the Committee
(the "Committee Chairman") who shall be an independent
non-executive director or the chairman of the Board and
determine the period for which he will hold that office. In
the absence of the Committee Chairman and/or an appointed
deputy, the remaining members present shall elect one of
themselves (amongst independent non-executive directors only)
to chair the meeting.
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FAR EAST CONSORTIUM INTERNATIONAL LIMITED TERMS OF REFERENCE OF NOMINATION COMMITTEE
1.6 The composition of the Committee is :
- the chairman of the Board shall be the Committee Chairman
and all independent non-executive directors of the Board
shall be Committee members.
The company secretary of the Company, or his/her nominee, shall act as the secretary of the Committee (the "Secretary").
3. ProceedingsUnless varied by these terms of reference, meetings and proceedings of the Committee shall be governed by the Company's articles of association regulating the meetings and proceedings of the directors of the Company.
4. QuorumThe quorum for decisions of the Committee shall be any two Committee members (at least one of them shall be independent non-executive directors). 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.
5. Frequency of MeetingsMeetings of the Committee shall be held as and when appropriate, but at least once a year, held to coincide with key dates within the financial reporting and audit cycle. The Committee Chairman or any other member may convene a meeting of the Committee whenever he/she considers it necessary or desirable.
6. Notices of Meetings
6.1 Meetings of the Committee shall be summoned by the
Secretary at the request of any of its members.
6.2 Unless otherwise agreed, notice of each meeting
confirming the venue, time and date together with an agenda
of items to be discussed, shall be forwarded to each member
of the Committee, any other person required to attend, with
reasonable notice, before the date of the meeting. Supporting
papers shall be sent to Committee members and to other
attendees as appropriate, at least 3 days before the intended
date of meeting.
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FAR EAST CONSORTIUM INTERNATIONAL LIMITED TERMS OF REFERENCE OF NOMINATION COMMITTEE
7. Minutes of Meetings
7.1 The Secretary shall keep full minutes the proceedings and
resolutions of all meetings of the Committee, including
recording the names of those present and in attendance.
7.2 The Secretary shall ascertain, at the beginning of each
meeting, the existence of any conflicts of interest and
minute them accordingly.
7.3 Full minutes of meetings should be kept by the Secretary.
Draft and final versions of minutes of the meetings should be
sent to all members of the Committee for their comment and to
all members of the Board for records respectively, in both
cases within a reasonable time after the meeting.
The Committee Chairman or in his/her absence, another member of the Committee or failing that his/her duly appointed delegate 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.
9. Duties
The duties of the Committee shall include the following
aspects :-
(a) To review the structure, size and composition (including
the skills, knowledge and experience) of the Board at least
once a year 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 independent non-executive
directors, having regard to the requirements under the Rules
Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited.
(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/or the
chief executive(s).
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FAR EAST CONSORTIUM INTERNATIONAL LIMITED TERMS OF REFERENCE OF NOMINATION COMMITTEE
10. Reporting Responsibilities
10.1 The Committee Chairman shall report formally to the
Board on its proceedings decisions and recommendations after
each meeting on all matters within its duties and
responsibilities unless there are legal or regulatory
restrictions on the Committee's ability to do so.
10.2 The Committee shall make whatever recommendations to the
Board that it deems appropriate on any area within its scope
of duties where action or improvement is needed.
The Board authorizes the Committee to:
(a) investigate any matter within its terms of reference and
seek any information it requires from any employee in order
to perform its duties (all employees being directed to
co-operate with any such request by the Committee); and
(b) obtain, at the Company's expense, outside legal or other
independent professional advice on any matter within its
terms of reference and to secure the attendance of outsiders
with relevant experience and expertise if it considers this
necessary.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
Note : If there is any inconsistency or discrepancy between the English and Chinese versions of the above terms of reference, the English version shall prevail.
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