1.0 Definition
1.1 For the purposes of these terms of reference (the
"Terms"):
"Board" means the board of directors of the
Company.
"Directors" mean the members of the
Board.
"Executive Directors" mean the executive
directors of the Board.
"Independent Non-Executive Directors" mean
the independent non-executive directors of the
Board.
"Non-Executive Directors" mean the
non-executive directors of the Board.
"Senior Management" means the president, vice
presidents, company secretary and any other officers of
the Company need to be appointed by the Board from time
to time.
"Nomination Committee" or
"Committee" means the Nomination Committee
established by the resolution of the Board in accordance with
clause 2 of these Terms.
2.0 Constitution
The Board resolved to establish a committee of the
Board to be known as the Nomination Committee on 18
August 2010.
3.0 Membership
3.1 The Nomination Committee shall be appointed by the
Board from time to time from amongst Non-Executive
Directors and shall consist of five members, a majority
of whom shall be Independent Non-Executive
Directors.
3.2 The chairman of the Nomination Committee (the
"Chairman") shall be either the Chairman of
the Board or an Independent Non-Executive Director, who is
nominated by the Chairman of the Board, or more than
half of the Independent Non-Executive Directors, or
more than one-third of the Directors, and elected by the
Board.
4.0 Meetings
4.1 The Committee shall meet at least annually. The
Chairman shall convene a meeting as and when necessary
or as requested by any two members of the Nomination
Committee.
4.2 The quorum of the meeting shall be three. Each
member shall have one vote. Any decision made by the
Committee shall require at least two-thirds of the
votes.
4.3 Fifteen days' notice shall be given to all
members before a meeting (except for special
circumstances). Agenda of Committee meeting and accompanying
meeting papers should be sent to all Committee members
at least 3 days before the intended date of the meeting
(except for special circumstances).
4.4 Directors and Senior Management other than
Committee members may be invited to attend the
meetings, if necessary.
5.0 Authority
5.1 The Nomination Committee is authorized by the Board
to discharge its duties within these Terms. It is
authorized to seek any relevant information it requires from
the Senior Management who is directed to co-operate
with the Nomination Committee.
5.2 The Nomination Committee is authorized by the Board
to obtain outside independent professional advice and
to secure the attendance of outsiders with relevant
experience and expertise if it considers this
necessary. The relevant expense shall be paid by the
Company.
5.3 Without adequate reason or reliable evidence, the
substantial shareholder(s) shall respect the proposals
on the nomination of Directors and Senior Management that
are made by the Nomination Committee.
6.0 Duties
6.1 The duties of the Nomination Committee shall
include:
A. to review the following items at the meeting of the
Nomination Committee:
(a) 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) evaluation of the contribution by a Director in
performing his responsibilities on an annual
basis:
(i) the Nomination Committee should despatch the
"Assessment Form for Individual Director" to
each individual Director for his/her completion
initially and submission to the Nomination Committee;
(ii) the Nomination Committee should complete the
"Assessment Form for Individual Director"
based on the respective self-assessment by individual
Director and make recommendations to the Board for its
approval.
(c) evaluation of the Board's performance on an
annual basis:
(i) the Nomination Committee should despatch the
"Assessment Form for Board of Directors by
Individual Director" to each individual Director
for his/her completion initially and submission to the
Nomination Committee;
(ii) the Nomination Committee should complete the
"Assessment Form for Board of Directors by
Nomination Committee" based on the assessment by
individual Directors and make recommendations to the Board
for its approval.
B. to study the selection criteria and procedure for
the nomination of Directors and Senior Management, and
make proposals to the Board;
C. to establish proper succession plans for Directors
and Senior Management (in particular the Chairman of
the Board and the chief executive of the Company), and
regularly review the plans to meet the needs of the
Company;
D. to screen qualified candidates for Directors and
Senior Management in a broad range;
E. to evaluate the candidates for Directors and Senior
Management and make proposals to the Board on their
appointment and re-appointment;
F. to assess the independence of Independent Non
Executive Directors; and
G. other matters delegated by the Board from time to
time.
6.2 The Nomination Committee is responsible to the
Board and proposals raised by the Committee shall be
resolved by the Board.
6.3 Committee members shall have an obligation to keep
all matters discussed by the Committee confidential and
shall not release any related information to outsiders
without the Committee's permission.
7.0 Reporting Procedures
7.1 The Committee shall report its findings and
recommendations to the Board.
7.2 The secretary of the Committee shall keep proper
records of its proceedings and minutes of meetings and
reports of the Nomination Committee shall be dispatched
to all members of the Board after approval and
signature by members of the Committee.
8.0 Annual General Meeting
The Chairman (or in his absence, his duly appointed
delegate) of the Committee should attend the Annual
General Meeting of the Company and make himself available to
respond to any shareholder questions on the
Committee's activities.
distributed by
|
This press release was issued by ASMC - Advanced Semiconductor Manufacturing Corporation Ltd. and was initially posted at http://www.asmcs.com/demo/download/File/en/E_Terms of reference_Nomination Committee.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-22 10:40:52 AM. The issuer is solely responsible for the accuracy of the information contained therein.
|