MEADVILLE
HOLDINGS LIMITED
(the "Company")
TERMS OF REFERENCE OF THE NOMINATION
COMMITTEE
(the "Committee")
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| Membership
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| 1.
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The Committee shall consist of not less than three members
appointed by the board of directors of the Company ("the Board"),
with the majority of the members being the independent non-executive
directors of the Company.
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| 2.
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The Chairman of the Committee shall be nominated by the Board.
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| 3.
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The
term of membership will be one year from the date of appointment
subject to renewal and shall be governed by the provisions
of the Articles of Association of the Company.
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| 4.
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The
appointment of the members of the Committee may be revoked
and new members can be appointed in place by resolutions passed
by the Board and by the Committee respectively.
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| 5.
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No alternate member of any member of the Committee can be
appointed.
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| 6.
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The Company Secretary of the Company shall be the secretary
of the Committee.
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| Frequency
and proceedings of meetings
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| 7.
|
The
Committee shall meet before the holding of the annual general
meeting of the Company where the appointment of directors
of the Company (the "Directors") will be considered. Additional
meetings should be held as and when the work of the Committee
demands.
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| 8.
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The Chairman of the Committee may convene additional meetings
at his discretion.
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| 9.
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The quorum of a meeting shall be two members of the Committee.
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| 10.
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Proceedings
of meetings of the Committee shall be governed by the provisions
of the Articles of Association of the Company (as amended
from time to time).
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| Duties,
powers and functions
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| 11.
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The Committee shall - |
|
(a)
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formulate nomination policy for consideration of the Board
and implement the nomination policy laid down by the Board;
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|
(b)
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without prejudice to the generality of the foregoing:
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|
|
(i)
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consider the
selection criteria of Directors, and develop procedures for
the sourcing and selection of members of the Board to be elected
by shareholders of the Company;
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|
|
(ii)
|
identify and
nominate candidates to the Board for it to make recommendations
to shareholders of the Company on the appointment or re-appointment
of Directors, ensure that sufficient biographical details
of nominated candidates shall be provided to the Board and
shareholders of the Company to enable them to make an informed
decision;
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|
|
(iii)
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identify
and nominate candidates to fill causal vacancies of Directors
for the Board's approval;
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|
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(iv)
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review the
structure, size and composition of the Board on a regular
basis, considering inter alia the skills, knowledge and length
of service, the breadth of expertise of the Board as a whole,
and make recommendations to the Board regarding any proposed
changes;
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|
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(v)
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assess the
independence of independent non-executive Directors;
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|
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(vi)
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make recommendations
to the Board on relevant matters relating to the succession
planning for Directors, in particular the Chairman, the Vice-Chairman
and the Managing Director;
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|
|
(vii)
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do any such
things to enable the Committee to discharge its powers and
functions conferred on it by the Board; and
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|
|
(viii)
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conform to
any requirement, direction, and regulation that may from time
to time be prescribed by the Board or contained in the Articles
of Association of the Company or imposed by law.
|
| 12.
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The Committee is to be provided with sufficient resources
to discharge its duties.
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| Reporting
Procedures
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| 13.
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The Committee should report to the Board on a regular basis
on its decisions or recommendations.
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| 14.
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Full
minutes of the meetings of the Committee shall be kept by
the secretary of the Committee, who shall send draft and final
versions of minutes of meetings and all written resolutions
of the Committee to all members of the Committee for their
comments and records respectively, in both cases within a
reasonable time after the meeting.
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| 15.
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At
the next meeting of the Board following a meeting of the Committee,
the Chairman of the Committee shall report to the Board on
the findings and recommendations of the Committee. At least
once annually, the Committee should present a report in writing
to the Board which addresses the work and findings of the
Committee during the year.
|
Corporate
Governance
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