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("???") Terms of Reference of the Nomination Committee (the "Committee") of the Board of Directors (the "Board") of the Company 1. Constitution
1.1 The Committee is established pursuant to a resolution
passed by the
Board at its meeting held on 23 September 2008 with its
responsibilities:
(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 issuer's corporate strategy;
(b) 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;
(c) to assess the independence of independent non-executive
directors of the Company; and
(d) to make recommendations to the Board on the appointment
or re-appointment of directors of the Company and succession
planning for directors of the Company, in particular the
chairman and the chief executive.
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, a majority of whom shall be
independent non-executive directors.
2.2 The Board shall nominate a member of the Committee as the
chairman (the "Chairman") who must be the chairman of the
Board or an independent non-executive Director.
2.3 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.
2.4 The secretary of the Company shall act as the secretary
of the
Committee.
2.5 The constitution of the Committee shall comply with the
requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Listing
Rules") as amended from time to time.
3.1 The Committee should meet at least once per year. The
Chairman may convene additional meetings at his
discretion.
3.2 Notice of Meeting
(a) Unless otherwise agreed by all the Committee members, a
meeting shall be convened by at least fourteen (14) days'
notice.
(b) A Committee member may at any time summon a Committee
meeting.
(c) Notice shall be given to each Committee member in person
orally or in writing or by telephone or by facsimile
transmission or email at numbers or addresses from time to
time notified to the secretary of the Company by such
Committee member or in such other manner as the Committee
members may from time to time determine.
(d) Any notice given orally shall be followed by confirmation
in writing before the meeting.
(e) 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.
3.3 The quorum of the Committee meeting shall be two members
of the
Committee.
3.4 Other Board members shall also have the right of
attendance.
4.1 A Committee member may not appoint any alternate.
5. Authorities of the Committee
5.1 The Committee has the authority delegated to it from the
Board to deal with the matters set out in clause 1.1
above.
5.2 The Company should provide the Committee with sufficient
resources to perform its duties. Where necessary, the
Committee should seek independent professional advice, at the
Company's expense, to perform its responsibilities.
6.1 Full minutes of Committee meeting shall be kept by the secretary of the Company and should be open for inspection at any reasonable time on reasonable notice by any director of the Company. The secretary of the Company shall circulate the draft and final version of minutes ofmeetings to the members of the Committee for their comments and records respectively and all written resolutions of the Committee to all members of the Board within a reasonable time.
7. Written resolutions
7.1 Written resolutions may be passed by all Committee
members in writing.
This provision is without prejudice to any requirement under
the Listing
Rules for a Board or Committee meeting to be held.
8.1 The Committee should report back to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so (such as a restriction on disclosure due to regulatory requirements).
9. Continuing application of the articles of association of the Company9.1 The articles of association 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 Board10.1 The Board may, subject to compliance with the articles of association of the Company and the Listing Rules (including Appendix 14 (Corporate Governance Code and Corporate Governance Report) to the Listing Rules), 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. Language
11.1 If there is any inconsistency between the English and
Chinese versions of these terms of reference, the English
version will prevail.
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distributed by | This press release was issued by China Forestry Holdings Co. Ltd. and was initially posted at http://chinaforestry.todayir.com/attachment/20120330210202001395161_en.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 18:44:36 PM. The issuer is solely responsible for the accuracy of the information contained therein. |