1.1 Members of the Committee shall be appointed by the Board
which shall comprise a majority of independent non-executive
directors ("INED") and shall consist of not less than two
members. The Chairman of the Committee shall be the Chairman
of the Board or an INED.
1.2 The Chairman of the Committee shall be appointed by the
Board. In the absence of the Chairman of the Committee, the
remaining members present shall elect one among themselves to
chair the meeting.
2.1 The quorum for the meeting shall be two.
2.2 The Committee may invite any director, executive or other
person to attend any meeting(s) of the Committee as it may
from time to time consider desirable to assist the Committee
in the attainment of its objective.
2.3 The Chairman of the Committee shall request any meeting
as he considers necessary but the Committee shall meet at
least once a year.
2.4 The Company Secretary shall be the secretary of the
Committee.
3.1 The Committee is authorized to seek independent professional advice when it considers necessary, at the Company's expense, to perform its responsibilities.
4. Duties
4.1 The Committee shall perform the following duties:
(a) to review the structure, size and composition (including
the skills, knowledge and experience) of the Board at least
annually and make
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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; and
(d) 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.
5.1 All records (including minutes of the proceedings and
resolutions of the Committee) should be prepared and handled
by the secretary of the Committee. Draft and final versions
of minutes shall be circulated to all members for their
comment and records respectively, in both cases within a
reasonable period of time after the meeting.
29 February 2012
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distributed by | This press release was issued by Playmates Holdings Limited and was initially posted at http://www.irasia.com/listco/hk/playmates/announcement/a88182-etermsofrefphlnomination21mar2012_fina l_.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-29 07:47:40 AM. The issuer is solely responsible for the accuracy of the information contained therein. |