Terms of Reference

• Objectives and Responsibilities

  The Nomination and Corporate Governance Committee's responsibilities include but are not limited to the following:

  • To review the structure, size and composition (including the skills, knowledge and experience) of the board on a regular basis and make recommendations to the board regarding any proposed changes;
  • 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;
  • To assess the independence of independent non-executive directors;
  • To review and make recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors in particular the chairman and the chief executive officer;
  • To review and make recommendations to the Board concerning membership of Board Committees, in consultation with the Company Chairman and the chairmen of such committees as appropriate;
  • To review and make recommendations to the Board concerning the Company's overall corporate governance policies and practices;
  • To review annually the Committee's terms of reference and its own effectiveness and recommend to the Board any necessary changes.
• Members
  

  Mr. Peter Stuart Allenby Edwards		Independent Non-executive Director Chairman
  Mr. Patrick Blackwell Paul		Independent Non-executive Director Member
  Dr. Patrick Wang Shui Chung		Chairman & Chief Executive Member



• Meetings
  • The Committee shall meet with such frequency as it may consider appropriate (but in any event not less than once per year) and shall present a report on its activities to the Board once a year.
  • The meetings and proceedings of the Committee are governed by the provisions contained in the Company's Bye-Laws 131 - 140 for regulating the meetings and proceedings of Directors. Two members present in person shall be a quorum for the Committee meetings until the Board has otherwise determined.
  • The Company Secretary, or his or her delegate, shall act as the secretary to the Committee and must ensure that full minutes are kept of all meetings. Minutes of the Committee shall be circulated to all members of the Committee and made available upon request to other members of the Board.

Revised: May 2005