Nomination Committee

A Nomination Committee was established during the year which comprises 1 executive director and 2 independent non-executive directors, namely

  • Mr. Luo Wan Ju (Chairperson)
  • Mr. Yuen Kin Pheng
  • Mr. Yin Bin
  • Ms. Guan Xin

The principal duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for nomination and appointment of directors and senior management, making recommendations to the Board on the appointment and succession planning of directors and senior management, and assessment of the independence of the independent non-executive directors.

The Nomination Committee carries out the process of selecting and recommending candidates for directorship and senior management by making reference to the skills, experience, professional knowledge, personal integrity and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary.

The Nomination Committee was established on 29 September 2006 and met once since its establishment and reviewed the structure, size and composition of the Board to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of the Company.

Terms of Reference of Nomination Committee
(“the Committee”)

Composition of the Committee
Mr. Luo Wan Ju (Chairperson of the Committee) Chairman of the Board of Directors
Mr. Yuen Kin Pheng Independent non-executive director
Mr. Yin Bin Independent non-executive director
Ms. Guan Xin Independent non-executive director

Constitution of the Committee
The Committee shall comprise a majority of independent non-executive directors. The Chairperson of the Committee (“the Committee Chairperson”) shall be appointed by the board of directors of the Company (“the Board”) and should either be the Chairman of the Board or an independent nonexecutive director.

The Board may from time to time appoint additional members to the Committee from among the non-executive directors, subject to the condition that the independent non-executive directors constitute the majority of the Committee.

Meeting and Quorum

The Committee shall meet with such frequency as it may consider appropriate, but in any event at least once a year. The quorum for meetings shall be two Committee members, one of whom should be the Committee Chairperson, unless he is unable to attend due to exceptional circumstances.

Full minutes of the Committee meetings should be kept by a duly appointed secretary of the meetings.

Draft and final versions of minutes of the Committee meetings should be sent to all Committee members for their comment and records within a reasonable time after the meeting.

Responsibilities and Authorities of the Committee

The responsibilities and authorities of the Committee shall include such responsibilities and authorities set out in the relevant code provisions of the Corporate Governance Code (the CG Code) as contained in of the GEM Listing Rules (as amended from time to time)

The Committee should be provided with sufficient resources to perform its duties and should seek independent professional advice where necessary, at the Company’s expense, to perform its responsibilities.

Where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, the Committee 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.

Functions of the Committee
1. To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to implement 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, especially to ensure that the independent non-executive directors comprise at least one-third of the Board;

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

4. To make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman of the Board and the Chief Executive.