Adoption Date: 20 March 2012
Last Revision Date: 14 December 2018
1.1 The Committee shall consist of at least three directors of Nine Express Limited (the “Company”) appointed by the board of directors (the “Board”) of the Company from time to time. The majority of the members of the Committee should be independent nonexecutive directors.
1.2 The Board shall nominate one of the members who shall be an independent non-executive director as the chairman (the “Chairman”) of the Committee.
1.3 The company secretary of the Company shall act as the secretary of the Committee (the “Secretary”).
2. Frequency and proceedings of meetings
2.1 The Committee shall meet at least once every year. Additional meetings shall be held as the work of the Committee demands.
2.2 The Chairman may convene additional meetings at his discretion.
2.3 The quorum of a meeting shall be two members of the Committee and one of them must be an independent non-executive director. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. Members could attend the Committee meetings in person, by telephone or by other electronic means.
2.4 Meetings of the Committee shall be summoned by the Secretary at the request of any member thereof.
2.5 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee at least three working days prior to the date of the meeting.
2.6 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
2.7 Minutes of the Committee meetings shall be circulated to all members of the Committee and to all members of the Board.
2.8 The Committee shall report to the Board on its decisions and recommendations.
3.1 The Committee is authorised by the Board to deal with all matters in relation to the appointment to the Board for such steps to be taken to comply with relevant requirements under the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
3.2 The Committee is authorised by the Board to seek any relevant information and all requisite resources (including without limitation, professional advice) from the Company or from external resources at the cost of the Company (provided that such cost is reasonable and properly incurred) and to do all such things as to enable the Committee to discharge its duties and responsibilities.
4. Duties, powers and functions
The Committee shall:
(a) review the structure, size and composition (including the skills, knowledge, experience and diversity of perspectives) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
(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, having due regard to the Company’s nomination policy and board diversity policy;
(c) assess the independence of independent non-executive directors and proposed independent non-executive directors, having regard to the Listing Rules;
(d) 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 Officer, having due regard to the Company’s nomination policy and board diversity policy;
(e) ensure that the Chairman, or in the absence of the Chairman, another member of the Committee or failing this his duly appointed delegate, to be available to answer questions at the annual general meeting of the Company;
(f) conform to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by
the Listing Rules or applicable law;
(g) review the Company’s nomination policy and board diversity policy on a regular basis, and make recommendations to the Board for consideration and approval as appropriate; and
(h) monitor the implementation of the Company’s nomination policy and board diversity policy and report in the Company’s corporate governance report annually.
5. Publication of the Terms of Reference
The terms of reference of the Committee will be posted on the HKEX news website of the Stock Exchange and the website of the Company.