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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 0151) Terms of Reference for the Nomination Committee of Want Want China Holdings LimitedLast revised: 1 April 2012
Adoption date: 18 February 2008
Definitions1. For the purposes of these terms of reference (the Terms):
Board means the board of directors of the Company.
Company Secretary means the company secretary of the Company.
Directors means the directors of the Board.
Nomination Committee means the nomination committee established by the resolution of the Board in accordance with clause 2 of these Terms.
Senior Management means the chairman, chief executive, vice chairman, chief operating officer, chief financial officer, Company Secretary and any other officer of the Group determined by the Board from time to time as senior management of the Company.
Shareholders means the shareholders of the Company.
Stock Exchange means The Stock Exchange of Hong Kong Limited.
Constitution
2. The Nomination Committee was established by resolutions of
the Board on 18
February 2008.
3. The members of the Nomination Committee shall be appointed
by the Board from amongst the Directors and shall consist of
not less than three members, a majority of whom should be
independent non-executive Directors. A quorum shall be two
members.
4. The chairman of the Nomination Committee shall be the
chairman of the
Board or an independent non-executive Director.
5. Meetings shall be held not less than twice a year.
6. The Company Secretary shall be the secretary of the
Nomination Committee.
7. As far as practicable, an agenda and accompanying board
papers should be sent in full to all Directors in a timely
manner and at least 3 days before the intended date of a
meeting of the Nomination Committee (or such other period as
agreed by its members).
8. The chairman of the Nomination Committee, or in his or her absence, another member of the Nomination Committee, or failing this, the duly appointed delegate of a member of the Nomination Committee, shall attend the annual general meeting and be prepared to respond to any Shareholders' questions on the Nomination Committee's activities.
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Authority
9. The Nomination Committee is authorised by the Board to
investigate any activity within its terms of reference. It is
authorised to seek any information it requires from any
employee and all employees are directed to co-operate with
any request made by the Nomination Committee. Senior
Management has an obligation to supply the Nomination
Committee with adequate information, in a timely manner, to
enable it to make informed decisions. The information
supplied must be complete and reliable. Where a Director
requires more information than is volunteered by Senior
Management, the relevant Director should make additional
necessary enquiries. The Board and each Director shall have
separate and independent access to the Senior Management.
10. The Nomination Committee shall be provided with
sufficient resources to perform its duties. Where necessary,
the Nomination Committee shall seek independent professional
advice, at the Company's expense, to perform its
responsibilities. The Nomination Committee should be
exclusively responsible for establishing the selection
criteria, selecting, appointing and setting the terms of
reference for any external consultant who advises the
Nomination Committee.
11. The duties of the Nomination Committee shall include:
(a) reviewing the structure, size and composition (including
the skills, knowledge and experience) of the Board at least
annually and making recommendations on any proposed changes
to the Board to complement the Company's corporate
strategy;
(b) giving full consideration to succession planning for
Directors in the course of its work, taking into account the
challenges and opportunities facing the Company and what
skills and expertise are therefore needed on the Board in the
future;
(c) identifying individuals suitably qualified to become
Directors and selecting or making recommendations to the
Board on the selection of individuals nominated for
directorship;
(d) assessing the independence of independent non-executive
Directors;
(e) before appointments are made by the Board, evaluating the
balance of skills, knowledge and experience on the Board. In
identifying suitable candidates, the Nomination Committee
shall:
(i) use open advertising or the services of external advisers
to facilitate the search;
(ii) consider candidates from a wide range of backgrounds;
and
(iii) consider candidates on merit and against objective
criteria, taking care that appointees have enough time
available to devote to the position;
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(f) keeping under review the leadership needs of the
organisation, both executive and non-executive, with a view
to ensuring the continued ability of the organisation to
compete effectively in the marketplace;
(g) keeping up to date and fully informed about strategic
issues and commercial changes affecting the Company and the
market in which it operates;
(h) reviewing annually the time required from non-executive
Directors.
Performance evaluations should be used to assess whether the
non-executive
Directors are spending enough time in fulfilling their
duties; and
(i) ensuring that on appointment to the Board, non-executive
Directors receive a formal letter of appointment setting out
clearly what is expected of them in terms of time commitment,
committee service and involvement outside board meetings.
12. The Committee shall also make recommendations to the
Board concerning:
(a) the appointment of Directors and succession planning for
Directors, in particular the chairman of the Board and the
chief executive;
(b) suitable candidates for the role of independent
non-executive Directors;
(c) membership of the Company's audit, remuneration
committees and any other committees appointed by the Board,
in consultation with the chairmen of those committees;
(d) the re-appointment of any Director at the conclusion of
their specified term of office having given due regard to
their performance and ability to continue to contribute to
the Board in the light of the knowledge, skills and
experience required;
(e) the continuation (or not) in service of any Director who
has reached the age of
70;
(f) the re-election by shareholders of any Director under the
"retirement by rotation" provisions in the Company's Articles
of Association having due regard to their performance and
ability to continue to contribute to the Board in the light
of the knowledge, skills and experience required;
(g) any matters relating to the continuation in office of any
Director at any time including the suspension or termination
of service of an executive Director as an employee of the
company subject to the provisions of the law and their
service contract; and
(h) the appointment of any Director to executive or other
office, other than to the positions of chairman of the Board
and chief executive, the recommendation for which would be
considered at a meeting of the full Board.
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Reporting procedures
13. Full minutes of the Nomination Committee's meetings
should be kept by a duly appointed secretary of the meeting
(who should normally be the Company Secretary), and such
minutes shall be available for inspection at any reasonable
time on reasonable notice by any Director.
Minutes of meetings of the Nomination Committee shall record
in sufficient detail the matters considered by the Nomination
Committee and decisions reached, including any concerns
raised by Directors, members or dissenting views expressed.
Draft and final versions of minutes of such meetings should
be sent to all members of the Nomination Committee for their
comment and records respectively within a reasonable time
after such meetings.
14. Without prejudice to the generality of the duties of the
Nomination Committee set out above, the Nomination Committee
shall report back to the Board and keep the Board fully
informed of its decisions and recommendations, unless there
are legal or regulatory restrictions on its ability to do
so.
15. These Terms shall be updated and revised by the Board
from time to time as and when necessary in light of the
changes in circumstances and regulatory requirements.
16. The Nomination Committee shall make available these Terms, explaining its role and the authority delegated to it by the Board, by including them on the Stock Exchange's website, on the Company's website and any other website deemed appropriate by the Nomination Committee.
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