Modern Beauty Salon : Terms of Reference of the Nomination Committee

Modern Beauty Salon Holdings Limited (the "Company")
Terms of Reference of the Nomination Committee
Constitution
1. The Nomination Committee is established as a committee of the board of directors of the Company
(the "Board").
Objectives
2. The primary objective of the Nomination Committee is to make recommendations to the Board on the appointment of Directors and management of Board succession.
Membership
3. The Nomination Committee shall consist of at least three members. A majority of them are to be selected by the Board from amongst its Independent Non-executive Directors.
4. The Chairperson of the Nomination Committee shall be appointed by the Board.
5. A quorum shall be 2/3 of the members of the Nomination Committee. Frequency of meetings
6. The Nomination Committee shall meet as and when necessary or at such other times as its
Chairperson shall require.
Notice of Meetings
7. Meetings of the Nomination Committee shall be called by its Chairperson or at the request of the
Board.
8. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be issued to each member of the Nomination Committee and any other person required to attend no fewer than three working days prior to the date of the meeting.
Attendance at meetings
9. The Nomination Committee may request any Director, any member of Senior Management or any other individual to attend its meeting.
10. The Company Secretary or his nominee shall be the secretary of the Nomination Committee.
Authority
11. The Nomination Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it reasonably requires from any employee. All employees are directed to co-operate with any reasonable request made by the Nomination Committee.
February 2012
12. The Nomination Committee is authorized by the Board, at the Company's expense, to appoint independent professional advisers with relevant experience and expertise (including nomination consultants) to assist the Nomination Committee and to secure the attendance of such professional advisers at its meetings if it considers it necessary.
13. The Nomination Committee is authorized to require management to provide it with such resources as may be necessary for it to discharge its duties.
Duties
14. The duties of the Nomination Committee shall be:
(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 Company'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;
(d) to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairperson and chief executive ; and
(e) to produce an annual report of the Nomination Committee's policy which will form part of the
Company's Annual Report and Account.
15. In discharging its duties under these terms of reference, the Nomination Committee shall take into
account relevant provisions of the "Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited".
February 2012