(Incorporated in Bermuda with limited liability)
(Stock Code: 592)
Nomination Committee Terms of Reference Constitution
1. The Board of Directors (the "Board") of Bossini
International Holdings Limited (the
"Company") establishes a Committee of the Board known as the
Nomination Committee.
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 should be independent
non-executive directors. A quorum shall be two members.
3. The Chairman of the Committee shall be appointed by the
Board and should be the chairman of the Board or an
independent non-executive director.
4. The Chairman/Chief Executive and the Head of Human
Resources Department shall normally attend meetings.
5. The Company Secretary shall be the secretary of the
Committee.
6. Meetings shall be held when needed.
Authority
7. The Committee is authorised by the Board to act within its
terms of reference.
8. The Committee is authorised by the Board to obtain
sufficient resources to perform its duties. Where necessary,
the Committee should seek independent professional advice, at
the Company's expense, to perform its responsibilities.
9. The Committee should make available its terms of reference
explaining its role and the authority delegated to it by the
Board by including them on The Stock Exchange of Hong Kong
Limited's website and the Company's website.
10. The duties of the Committee shall be:
(a) 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 complement the Company's corporate strategy;
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(b) identify individuals suitably qualified to become Board
members and select or make recommendations to the Board on
the selection of individuals nominated for directorships;
(c) assess the independence of independent non-executive
directors; and
(d) 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.
11. Full minutes of nomination committee meetings shall be
kept by the secretary. The secretary shall circulate the
draft and final versions of minutes of meetings and reports
of the Committee to all committee members for their comment
and records respectively, within a reasonable time after the
meeting.
Dated: 21 February 2012
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distributed by | This press release was issued by Bossini International Holdings Limited and was initially posted at http://www.irasia.com/listco/hk/bossini/announcement/a120328b.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-28 13:52:42 PM. The issuer is solely responsible for the accuracy of the information contained therein. |