MEADVILLE
HOLDINGS LIMITED
(the "Company")
TERMS OF REFERENCE OF THE EXECUTIVE COMMITTEE
(the "Committee")
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| Membership
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| 1.
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The
Committee shall be appointed by the Board shall consist all
the Executive Directors of the Company from time to time.
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| 2.
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The
Executive Chairman of the Board shall be the Chairman of the
Committee.
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| 3.
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The
office of a Committee members shall be vacated:-
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|
i)
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if he is requested
in writing by all his co-executive directors to resign;
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ii)
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if he gives
the Board of Directors notice in writing that he resigns his
office of Committee member;
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iii)
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if his office
of director is vacated for any reason; or
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iv)
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if his role
as an Executive Director changes to that of a Non-Executive
Director.
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| Attendance
at meetings
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| 1.
|
The
Committee members may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think
fit. A Committee member may, at any time summon a meeting
of the Committee or authorise the Secretary to summon a meeting
of the Committee.
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| 2.
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Notice
of a meeting of the Committee may be verbal or in writing
or in any other form approved by the Committee.
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| 3.
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A
quorum shall be 2 members.
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| 4.
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The
Company Secretary shall be the secretary of the Committee.
The secretary of the Committee or, in his / her absence, the
Deputy Company Secretary or a representative of the Company
Secretary shall be the secretary of the meetings of the Committee.
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| 5.
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A
resolution in writing signed by all the Committee members
except such as are absent from Hong Kong or temporarily unable
to act due to ill-health or disability shall be as valid and
effectual as if it had been passed at a meeting of the Committee
members.
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| 6.
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Questions
arising at the Committee meetings shall be decided by a majority
of votes of those Committee members present at the meeting.
In case of an equality of votes, the Chairman shall have a
second or casting vote.
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| 7.
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The
Secretary shall cause all minutes, resolutions and proceedings
at all meetings of the Committee to be kept in the Directors'
Minutes Book and such documents shall be open for inspection
at any time in office hours on reasonable notice by any Committee
member or other Board member.
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| Responsibility
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The
primary responsibility of the Committee is to supervise the
day-to-day management of the Group.
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| Authority
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The
Committee shall have all the powers of the Board of Directors
contained and regulated in the Articles of Association of
the Company. However, the Committee shall not have the power:
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i)
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to
declare an interim dividend or to recommend the final dividend
and any other distributions;
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ii)
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to grant options
in respect of the Employees' Share Option Scheme adopted by
the Company;
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iii)
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to change
the Memorandum and Articles of Association of the Company;
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iv)
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to approve
any transaction which is (a) a connected transaction and/or
(b) a continuing connected transaction (as defined in Chapter
14A of the Listing Rules) and any acquisition / disposal which
is (a) a discloseable transaction, (b) a major transaction
or (c) a very substantial transaction for acquisition / disposal
(as defined in Chapter 14 of the Listing Rules);
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|
v)
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to approve
capital restructuring (except repurchase of shares pursuant
to the general mandate granted by shareholders);
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vi)
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to approve
financial statements;
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vii)
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to approve
appointment and remuneration (including bonus) of Directors
and auditors; and
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viii)
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to recommend
to the Members of the Company for the winding up of the Company.
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| Reporting
Procedures
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The
Secretary shall circulate the minutes of meetings of the Committee
to all members of the Board.
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Corporate
Governance
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