Pacific Basin Shipping : Terms of Reference of the Nomination Committee

NOMINATION COMMITTEE

TERMS OF REFERENCE

Approved and adopted on 28 July 2022

1. Overall Purpose and Objectives
   The Nomination Committee (the "NomCom") is appointed by the Board of Directors (the
   "Board") of Pacific Basin Shipping Limited (the "Company") to assist the Board in discharging its oversight responsibilities. The NomCom will oversee the nomination of directors to the Board to ensure that all such nominations are fair and transparent.
2. Authority

The Board authorises the NomCom, within the scope of its responsibilities, to:

1. undertake interviews with prospective candidates;
2. engage independent professional advisor to assist identify qualified director candidates and to perform its responsibilities at the Company's expense;
3. to co-operate with other directors from time to time in carrying out its roles and responsibilities; and
4. delegate execution of its authority to specific directors or members of management when considered appropriate.

3. Roles and Responsibilities

The NomCom should perform the following duties:

1. review the structure, size and composition (including the skills, knowledge and experience) of the Board annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. identify individuals suitably qualified (including their ability to make positive contribution to the performance by the Board of its responsibilities) to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
3. 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 based on an evaluation of scope and responsibility of the position and the advice from external recruitment consultants if considered appropriate;

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1. assess the independence of the Company's independent non-executive directors;
2. review from time to time these terms of reference and make recommendations to the Board where appropriate;
3. review the implementation and effectiveness of the Board Diversity Policy on an annual basis and make recommendations to the Board where appropriate;
4. review annually the implementation and effectiveness of mechanisms of the Company to ensure independent views and input are available to the Board and make recommendations to the Board where appropriate; and
5. report to the Board on compliance with The Stock Exchange of Hong Kong Limited's board composition rules and guidelines from time to time.

1. Nomination Policy
   The provisions set out in paragraphs 3.1 to 3.3 are regarded as the key nomination criteria and principles of the Company for the nomination of Directors and these provisions constitute the "Nomination Policy" of the Company.
2. Organisation

Membership

1. The Board will nominate the NomCom members and its chairman.
2. The NomCom will comprise at least 3 members and the majority of the members of shall be independent non-executive directors of the company, and the chairman shall be the chairman of the Board or an independent non-executive director.
3. A quorum of any NomCom meeting will be 2 members.
4. The secretary of the NomCom will be the company secretary or such other person nominated by the Board.

Meetings

1. Only committee members are entitled to attend meetings. The NomCom may invite such other persons to its meetings, as it deems necessary.
2. Meetings shall be held not less than once a year.
3. Agendas and accompanying papers regarding NomCom meetings should be sent in full to all directors in a timely manner (at least three days) in advance of each meeting,
4. Draft meeting minutes should be circulated to all directors for their comments and records within a reasonable time after the meeting is held.

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