Valuable Investment Great Visionary

NOMINATION COMMITTEE

TERMS OF REFERENCE

 

Constitution

 

1. The Nomination Committee (the “Committee”) was formed pursuant to a resolution of the board of directors of the Company (the “Board”) passed on 23 March 2012.

 

Membership

 

1. The Committee is chaired by the chairman of the Board or an independent non-executive director and comprises a majority of independent non-executive directors. A quorum shall be two members.

 

1. The company secretary of the Company shall be the secretary of the Committee (the “Secretary”).

 

Frequency and meetings

 

1. The Committee shall meet at least once a year. Additional meetings shall be held as the work of the Committee demands. The chairman of the Committee may convene additional meetings at his/her discretion.

 

Authority

 

1. The Company should provide the Committee sufficient resources to perform its duties. Where necessary, the Committee should seek independent professional advice, at the Company’s expense, to perform its responsibilities.

 

Duties

 

1. The main duties of the Committee shall include the following:

1. to review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

2. 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;

3. to assess the independence of independent non-executive directors;

4. to review from time to time the policy for the nomination of Directors (the “Director Nomination Policy”) and the Board’s diversity policy (the “Board Diversity Policy”), as appropriate, and make recommendations on any proposed revisions to the Board for consideration and approval, and monitor their implementation so as to ensure their effectiveness, and make disclosure of their summary in the Corporate Governance Report annually; and

5. to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive;

6. do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

7. confirm to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Memorandum of Continuance and the Bye-laws of the Company or imposed by legislation.

 

1. Where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe he should be elected and the reasons why they consider him to be independent.

 

Reporting procedures

 

1. The Secretary shall circulate the minutes of meetings and reports of the Committee to all directors of the Board.

 

Note: In the event of any inconsistency, the English language text of these terms of reference shall prevail over the Chinese language text.

 

(Adopted on 23 March 2012 and amended on 19 September 2013 and 21 December 2018)