有么子湖南快乐十分APp:TERMS OF REFERENCE OF NOMINATION COMMITTEE

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GLOBAL DIGITAL CREATIONS HOLDINGS LIMITED?
NOMINATION COMMITTEE?
TERMS OF REFERENCE?
As adopted on 10 September 2007 and?
revised on 22 March 2012 and 30 August 2013
1. Constitution
? ? ?The nomination committee (the “Nomination Committee”) is a committee of the?
? ? ?board of directors (“Board”).
2. Membership
?2.1 The Nomination Committee members shall be appointed by the Board. A?
? ? ? ? majority members of the Nomination Committee should be independent?
? ? ? ? non-executive Directors (“INEDs”).
?2.2 The chairman of the Committee shall be appointed by the Board and shall?
? ? ? ?either be the chairman of the Board or an INED.
3 Secretary of Committee
?3.1 The company secretary shall be the secretary of the Nomination Committee.
4. Attendance and frequency of meetings
?4.1 Meetings shall be held not less than once a year. The Committee members may?
? ? ? ?call any meetings as and when necessary.
?4.2 Unless otherwise agreed by all the members of the Nomination Committee,?
? ? ? ?notice of at least 7 days shall be given for a meeting of the Nomination?
? ? ? ?Committee.?
?4.3 A quorum shall be 3 members.
?4.4 Other Directors, apart from the Committee members, have the right to attend?
? ? ? ? any Committee meetings, though they shall not be counted in the quorum.
5. Authority
?5.1 The Committee is authorised by the Board to seek any necessary information?
? ? ? ?which is within the Committee’s scope of duties from the employees.
?5.2 The Committee is authorised by the Board to obtain outside independent 2
? ? ? ?professional advice, and to secure the attendance of outsiders with relevant?
? ? ? ?experience and expertise if it considers necessary.
?5.3 The Nomination Committee should be provided with sufficient resources to?
? ? ? ?perform its duties. Where necessary, the Nomination Committee should seek?
? ? ? ?independent professional advice, at the Company’s expense, to perform its?
? ? ? ?responsibilities.?
6. Duties
?6.1 The duties of the Committee shall be:
? ? ? ? (a) to review the structure, size and composition (including without limitation,?
? ? ? ? ? ? ? gender, age, race, language, cultural and educational background, industry?
? ? ? ? ? ? ? experience and professional experience) of the Board at least annually and?
? ? ? ? ? ? ? make recommendations on any proposed changes to the Board to?
? ? ? ? ? ? ? complement the Company’s corporate strategy;
? ? ? ?(b) to identify individuals suitably qualified to become Directors and select or?
? ? ? ? ? ? ?make recommendations to the Board on the selection of, individuals?
? ? ? ? ? ? ?nominated for directorships;
? ? ? ?(c) 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;
? ? ? ?(d) to assess the independence of independent non-executive Directors;
? ? ? ?(e) where the Board proposes a resolution to elect an individual as an?
? ? ? ? ? ? ?independent non-executive Director at the general meeting, to 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; and?
? ? ? (f) review the Company’s board diversity policy, as appropriate; and review?
? ? ? ? ? ?the measurable objectives that the Board has set for implementing the?
? ? ? ? ? ?board diversity policy, and the progress on achieving the objectives; and?
? ? ? ? ? ?make disclosure of its review results in the Corporate Governance Report?
? ? ? ?annually.?
7. Reporting procedures
? ? 7.1 The Nomination Committee should report to the Board after each meeting.
? ? 7.2 The secretary shall circulate the minutes of meetings of the Committee to all?
? ? ? ? ? ?members of the Board.