Hengli Commercial Properties (Group) Limited
(Incorporated in Bermuda with limited liability)
Terms of reference of the Nomination Committee
The Nomination Committee
1. The board of directors (the "Board") of Hengli Commercial
Properties (Group) Limited (the "Company") established a
committee of the Board known as the Nomination Committee (the
"Nomination Committee"), its constitution and particular
duties are set out below:-
Constitution
2. The Nomination Committee is a committee of the Board. Its
primary function is to give advice on the candidates,
conditions, selection standards and procedures of the
proposed appointment of directors and the senior management
of the Company.
Membership
3. The members of the Nomination Committee shall be appointed
by the Board, the majority of which shall be independent
non-executive directors of the Company and it shall be
chaired by the chairman of the Board or an independent
non-executive director.
4. The Nomination Committee shall consist of not less than
three members. A
quorum of a meeting of the Committee shall be two
members.
5. The Company Secretary or his/her nominee shall act as the
Nomination
Committee's Secretary.
Frequency of meetings
6. Meetings of the Nomination Committee shall be held not
less than once a year.
Authorities and Duties
7. The Nomination Committee is authorised by the Board and
its duties shall include the followings:-
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(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 reappointment of directors and succession planning for
directors, in particular the chairman and the chief
executive;
(e) to do any such things to enable the Nomination Committee
to discharge its powers and functions conferred on it by the
Board; and
(f) to conform to any requirement, direction, and regulation
that may from time to time be prescribed by the Board.
8. The Board will ensure the Company to provide the
Nomination Committee sufficient resources to discharge and
perform its duties. Where necessary, the Nomination Committee
shall be entitled to seek independent professional advice, at
the Company's expense, to perform its responsibilities.
Reporting procedures
9. The secretary of the Nomination Committee shall circulate
the minutes of the meetings of the Nomination Committee to
all members of the Board within 14 days after the conclusion
of the relevant meeting of the Nomination Committee.
Note: If there is any inconsistency between the English and Chinese versions of this terms of reference, the English version shall prevail.
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distributed by | This press release was issued by Hengli Properties Development Group Ltd. and was initially posted at http://www.hlgroup.com.hk/document/announce_e/2012/ew_00169ann_20120330_1.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 08:02:15 AM. The issuer is solely responsible for the accuracy of the information contained therein. |