CIMC Enric Holdings Limited
Terms of Reference of Nomination Committee
CIMC Enric Holdings Limited???????????
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899) Terms of Reference of Nomination CommitteeComposition
1. The Committee shall be appointed by the Board from amongst
the Directors and shall consist of at least three
members.
2. The Committee shall be chaired by the Chairman of the
Board or an Independent Non-executive Director and comprise a
majority (that is, not less than two-third of the members) of
Independent Non-executive Directors.
3. The chairman of the Committee shall be appointed by the
Board.
4. The term of office of each Committee member is subject to
the articles of association of the Company.
5. The appointment of a member can be terminated and a new
member to fill the casual vacancy may be appointed by the
Board by resolutions.
6. No alternate member shall be appointed.
Secretary
7. The Company Secretary (or in his absence, his duly appointed representative or any one member of the Committee) shall be the secretary of the Committee's meetings.
Attendance at meetings
8. Only members of the Committee shall have the right of
attendance. Nonetheless, other person(s) such as the human
resources officer of the Company and external consultants may
be invited to attend any meetings, in part or in whole, where
the Committee
- 1 -
CIMC Enric Holdings Limited
Terms of Reference of Nomination Committee
considers necessary.
9. Only Committee members shall have the right to vote at
meetings. Frequency and procedures of meetings
10. Meetings shall be held at least once a year. Additional
meeting(s) may be held should the Committee members see
fit.
11. The chairman of the Committee may convene additional
meeting(s) at discretion.
12. The quorum for meetings shall be two Committee
members.
13. Procedures of meetings are subject to the provisions set
out in the articles of association of the Company.
Annual general meeting
14. The chairman or a member of the Committee shall attend the annual general meeting of the Company to be available to answer questions in relation to the activities and responsibilities of the Committee.
Authority
15. The Committee is authorised by the Board to obtain from
any Board members and/or employees of the Company any
information in relation to the appointment of Directors for
discharging its duties.
16. The Committee is authorised by the Board to have access
to independent professional advice (if necessary), at the
Company's expense, to perform its responsibilities and invite
external parties with relevant experience and expertise to
attend meetings (if necessary).
17. The Committee should be provided with sufficient
resources to perform its duties.
Responsibilities
18. The primary responsibility of the Committee is to
establish a policy in the appointment
- 2 -
CIMC Enric Holdings Limited
Terms of Reference of Nomination Committee
of Directors.
Duties, power and functions
19. The Committee shall:
(a) establish a Directors' appointment policy for the Board's
consideration and execute the appointment policy determined
by the Board; and
(b) subject to the general principle of the aforesaid,
(i) 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;
(ii) identify individuals suitably qualified to become
Directors and select or make recommendations to the Board on
the selection of individuals nominated for directorships;
(iii) assess the independence of Independent Non-executive
Directors;
(iv) make recommendations to the Board on the appointment or
re-appointment of Directors and the succession planning for
Directors, in particular for the Chairman of the Board and
the chief executive; and
(v) comply with the requirements, guidelines and regulations
as determined by the Committee from time to time or as
stipulated in the articles of association of the Company or
as in other laws applicable to the Company.
Reporting procedures
20. The Committee shall report to the Board after each
meeting.
21. The secretary of the Committee's meetings shall send to
all members of the Committee the draft and final versions of
minutes of Committee meetings and of all written resolutions
for their comment and records, within a reasonable time after
the meeting. The secretary should also regularly report to
the Board on the activities of and resolutions and proposals
made by the Committee.
- 3 -
CIMC Enric Holdings Limited
Terms of Reference of Nomination Committee
22. The chairman of the Committee shall report to the Board
on the Committee's findings and recommendations at the Board
meeting immediately following a Committee meeting. The
Committee shall report to the Board annually on its
performance and findings.
23. The report to the Board and minutes of the Committee
meetings should be approved by the Committee before
submitting to the Board.
Date of first adoption: 23 June 2006
Date of revision : 29 February 2012
- 4 -