SPT Energy : Terms of Reference for the Nomination Committee 2018-12-06

SPT Energy Group Inc.

(the "Company")

Terms of Reference for the Nomination Committee (adopted by a resolution of the board of directors of the Company passed on 6 December 2018)

Constitution

1.

The board of directors (the "Board") of the Company hereby resolves to establish a committee of the Board to be known as the Nomination Committee (the "Committee").

Membership

2.

Members of the Committee shall be appointed by the Board and shall consist of not less than three members, a majority of whom should be independent non-executive directors of the Company.

Chairman

• 3. The Board shall appoint the chairman of the Committee (the "Chairman"), which shall be the chairman of the Board or an independent non-executive director.

• 4. The Chairman has the responsibility of liaising with the Board and shall chair the meetings of the Committee.

• 5. In the absence of the Chairman, the remaining members present shall elect one of themselves to chair the meetings of the Committee.

• 6. The Chairman shall attend the annual general meeting of the Company and be prepared to respond to any question from the shareholders on the Committee's activities.

Secretary

• 7. The Company secretary shall be the secretary of the Committee (the "Secretary").

• 8. The Secretary or his/her delegate shall attend meetings of the Committee to take minutes.

• 9. In the absence of the Secretary, the members present at the meeting shall elect another person as the Secretary.

Authority

• 10. The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

• 11. The Committee is authorized by the Board to obtain outside legal or other independent professional advice, at the Company's expense, and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Duties

12.

In relation to the nomination of the Board members, the duties of the Committee include:

• (a) 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) identify individuals suitably qualified to become members of the Board members and select or make recommendations to the Board on the selection of, individuals nominated for directorships;

• (c) assess the independence of independent non-executive directors;

• (d) 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; and

• (e) to review the Board Diversity Policy from time to time and make recommendation to the Board, where appropriate.

Nomination Policy

13.

The provisions set out in the above paragraphs 12(a), 12(b), 12(c) and 12(d) are regarded as the key nomination criteria and principles of the Company for the nomination of directors, and these provisions constitute the "Nomination Policy" of the Company.

Quorum

• 14. A quorum necessary for the transaction of business shall be two members.

• 15. The Secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly. The relevant member of the Committee shall not be counted towards the quorum and he/she must abstain from voting on any resolution of the Committee in which he/she and/or his/her associates have a material interest.

• 16. A duly convened meeting of the 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 Committee.

Frequency of meetings

17.

Meetings shall be held not less than twice a year.

Attendance at meetings

• 18. Members of the Committee may attend meetings of the Committee either in person or through other electronic means of communication.

• 19. Should any member of the Committee wish to attend a meeting through electronic communications, prior arrangements shall be made with the Secretary.

Notices of Meetings

20.

Meetings of the Committee shall be summoned by the Secretary at the request of any of its members.

• 21. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, and to any other person required to attend:

  • (a) in relation to all regular meetings of the Committee, at least 7 days before the date of the meeting; and

  • (b) in relation to all other meetings of the Committee, within a reasonable time prior to the date of the meeting.

  Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

• 22. Any member of the Committee shall be entitled, by notice to the Secretary, to include other matters relevant to the functions of the Committee in the agenda of a meeting of the Committee.

Minutes of Meetings

• 23. The Secretary (or his/her delegate) in attendance at the meetings of the Committee shall minute in sufficient detail the proceedings and resolutions of all such meetings, including the names of those present and in attendance. The minutes should also include any concerns raised by any member of the Committee and/or dissenting views expressed.

• 24. Draft and final versions of minutes of the Committee meetings shall be sent to all Committee members for their comments and records respectively, in both cases within a reasonable time after the meeting. Once they are agreed, the Secretary shall circulate the minutes and reports of the Committee to all members of the Committee and to all members of the Board.

• 25. Minutes of the Committee meetings shall be kept by the Secretary and shall be available for inspection by any member of the Committee or other members of the Board at any reasonable time on reasonable notice.

Reporting Responsibilities

• 26. The Chairman of the Committee shall report formally to the Board on proceedings after each meeting on all matters within its duties and responsibilities.

• 27. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its authority where action or improvement is needed.

• 28. Where the Board resolves to approve any remuneration or compensation arrangements which the Committee has previously resolved not to approve, the Committee shall prepare a statement, for inclusion in the Company's Corporate Governance Report, explaining its recommendations. The Board shall include in the same report the reason(s) why the Board takes a different view.

Others

• 29. The Committee shall have access to sufficient resources in order to perform its duties. In the event that the Committee determines that it has insufficient resources, it may make a request for additional resources to the Chairman. If the request for additional resources is denied, the Committee may, if it chooses, make a request to the Board through the Secretary. The Board shall convene a Board meeting as soon as reasonably practicable to consider the request.

• 30. All members of the Committee shall have access to the advice and services of the Secretary with a view to ensuring that procedures of the Committee and all applicable rules and regulations are followed.

• 31. In the event that the Committee or any member of the Committee requires access to independent professional advice in connection with its/his/her duties and responsibilities, a request may be made to the Secretary. All such requests shall be processed in accordance with the Company's pre-defined procedures for seeking independent professional advice at the Company's expense.

• 32. At the expense of the Company, every newly appointed member of the Committee shall be given a comprehensive, formal and tailored induction on the first occasion of his/her appointment, and subsequently such briefing and professional development as is necessary, to ensure that he/she has a proper understanding of the operations and business of the Company and that he/she is fully aware of his/her responsibilities as a member of the Committee.

• 33. Every member of the Committee shall give sufficient time and attention to his/her duties as a member of the Committee. He/she shall give the Company the benefit of his skills and expertise through regular attendance and active participation.

• 34. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

- end -

December 2018