| (adopted on 1st April 2012) |
| Constitution |
| 1. |
The Board hereby resolves to establish a Committee of the Board to be known as the Nomination Committee. |
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| Membership |
| 2. |
The Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three members, a majority of whom shall be independent non-executive directors ("INEDs"). |
| 3. |
The Chairman of the Committee shall be the Chairman of the Board or an INED as appointed by the Board. |
| 4. |
The Company Secretary shall be the secretary of the Committee.。 |
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| Attendance at meetings |
| 5. |
At all times the Chairman of the Board shall be notified of all meetings of the Committee and may be in attendance thereat, provided that he/she shall not be in attendance when his/her own nomination are being discussed. |
| 6. |
The quorum of a meeting of the Committee shall be two members of the Committee, both of whom must be INEDs. |
| 7. |
The executive or non-executive director shall be, where appropriate, invited by the Committee to attend the meetings. |
| 8. |
The Committee may, if necessary, invite a representative of the Human Resources Department of the Company and other advisors to attend the meetings, including but not limited to external professional advisors or consultants to advise its members. |
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Frequency and proceedings of meetings |
| 9. |
Meetings shall be held not less than once a year. The Chairman of the Committee or any two members of the Committee may request a meeting if they consider it necessary. Committee meetings shall be arranged by the Secretary of the Committee upon instruction of the Chairman of the Committee. |
| 10. |
Proceedings of the Committee's meetings shall be governed by Article 130 of the Company's articles of association. |
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| Voting of meetings |
| 11. |
A member shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning (i) his/her own appointment (including determining or varying its terms); and (ii) the termination of his/her own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested. |
| 12. |
In the case of an equality of votes, the Chairman of the Committee shall be entitled to a casting vote in addition to any other vote he may have. |
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| Authority |
| 13. |
The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties. |
| 14. |
In connection with its duties, the Committee is authorised by the Board to obtain, at the Company's expense, legal or other professional advice. Such expenditure shall be within limit agreed by the Board. |
| 15. |
The Committee is to be provided with sufficient resources to perform its duties and functions properly. |
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Duties |
| 16. |
The duties of the Committee shall include:
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(a) |
to formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy; and |
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(b) |
without prejudice to the generality of the foregoing:-
| i. |
to review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy; |
| ii. |
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; |
| iii. |
to make recommendations to the Board on the appointment and re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive; |
| iv. |
ito assess the independence of INEDs annually, with reference to the circumstances set out in Rule 3.13 of the Listing Rules, and review any change in circumstances of an INED concerning his independence whenever informed by an INED and make recommendations to the Board; |
| v. |
where applicable, to decide on how the Board's performance may be evaluated regularly and propose objective performance criteria. Such performance criteria, that allow comparison with its industry peers, should be approved by the Board and address how the Board has enhanced long term shareholders' value. |
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| Reporting Procedures |
| 17. |
The Committee shall report to the Board on a regular basis. At the next meeting of the Board following a meeting/written resolution of the Committee, the Chairman of the Committee shall report the findings, decisions or recommendations of the Committee to the Board, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements). |
| 18. |
Minutes of Committee meetings shall be sent to all members of the Committee within a reasonable time after the meeting. |
