Renhe Commercial : Terms of Reference of the Nomination Committee(ENG)(PDF format)

Kee Shing (Holdings) Limited Renhe Commercial Holdings Company Limited (the "Company")

人和商業控股有限公司*

Nomination Committee Terms of Reference Revised and adopted by the Board on 31 December 2015

1. Constitution

   
   

   The board of directors of the Company (the "Board") hereby constitutes and establishes a nomination committee (the "Nomination Committee") with authority, responsibility and specific duties as described below.

   
   

2. Membership

   
   

3. The Nomination Committee shall be appointed by the Board and shall be made up to at least three

   (3) members, the majority of whom should be independent non-executive directors. The members of the Nomination Committee shall appoint its chairman (the "Chairman") who should either be an independent non-executive director or the chairman of the Board.

   
   

4. The quorum necessary for transaction of business shall be two (2), one (1) of whom shall be an independent non-executive director. A duly convened meeting of the Nomination 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 Nomination Committee.

   
   

5. In the absence of the Chairman and/or an appointed deputy, the remaining members present at the meeting shall elect one of themselves to chair the meeting. The chairman of the Board shall not chair the Nomination Committee when it is dealing with the matter of succession to the chairmanship.

   
   

6. Secretary

   
   

   The secretary of the Nomination Committee (the "Secretary") shall be the company secretary of the Company or any other person designated as such by the Nomination Committee from time to time.

   
   

7. Authority

   
   

8. The Nomination Committee is authorised by the Board to investigate any activity within this terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the Nomination Committee.

   
   

9. The Nomination Committee shall be provided by the Company with sufficient resources to perform its duties and is authorised by the Board to obtain, at the Company's expense, independent professional advice necessary for the performance of its responsibilities.

10. Duties

    
    

11. The duties of the Nomination Committee include:

    
    

12. to review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;

    
    

13. 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. In identifying suitable candidates, the Nomination Committee shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the Broad;

    
    

14. to review the Board Diversity Policy (the "Board Diversity Policy"), as appropriate; and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and make disclosure of its review results annually in the Corporate Governance Report as set out in the Company's Annual Report ("Corporate Governance Report");

    
    

15. to assess the independence of the independent non-executive directors of the Company;

    
    

16. taking into account the Company's corporate strategy and mix of skills, knowledge, experience and diversity needed in the future, 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;

    
    

17. to seek independent professional advice, at the Company's expense, to perform its responsibilities where necessary; and

    
    

18. to report back to the Board on its decisions or recommendations (unless there are legal or regulatory restrictions on its ability to do so).

    
    

19. Frequency and proceedings of Meetings

    
    

20. The Nomination Committee shall meet at least once per year.

    
    

21. Additional meetings shall be held as the work of the Nomination Committee or circumstances required. The Chairman may convene additional meetings at his discretion.

    
    

22. Attendance

    
    

23. As necessary or desirable, the Chairman may request members of management or the human resources department to be present at the meeting of the Nomination Committee.

24. Meetings may be held by way of such telephonic, electronic or other communication facilities that permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

    
    

25. Minutes

    
    

26. Full minutes of the Nomination Committee meetings shall be kept by the Secretary.

    
    

27. The Secretary shall send the draft and final version of the minutes to all committee members for their comment and records within a reasonable time after the meeting. Once agreed, minutes of the Nomination Committee meetings shall be circulated to all other members of the Board, unless a conflict of interest exists.

    
    

28. General

    
    

29. The Nomination Committee should make available these terms of reference, explaining its role and the authority delegated to it by the Board, by including them on the website of The Stock Exchange of Hong Kong Limited and the website of the Company.

    
    

30. The Chairman (in his absence, another member of the Nomination Committee) shall make himself available to attend the annual general meetings of the Company to answer questions thereat.




* For identification purposes only