Netel Technology (Holdings) Ltd.
Flat C, 9/F Max Share Centre,
373 King's Road,
North Point, Hong Kong.
+852 2907 3777
+852 2510 0266
NOMINATION COMMITTEE TERMS OF REFERENCE
1. The board of directors (the "Board") of Netel Technology (Holdings) Limited (the "Company"
which together with its subsidiaries, the "Group") hereby constitutes and establishes a
Nomination Committee (the "Committee") with authority, responsibility, and specific duties as
Membership and Quorum
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 shall be independent non-
executive directors of the Company. A quorum shall be two members. The initial members of
the Committee comprise the chairman of the Board and two independent non-executive directors
of the Company.
3. The chairman of the Committee shall either be the chairman of the Board or an independent
non-executive director and appointed by the Board.
4. In the case of an equality of votes at a meeting of the Committee, the chairman of the meeting
shall have the casting vote.
Authority and Duties
5. The authority of the Committee is derived from the Board, therefore the Committee is obliged to
report to the Board on its decisions or recommendations, unless there are legal or regulatory
restrictions on its ability to do so.
6. The Committee is authorized by the Board to investigate any activity within the scope of these
terms of reference and the Company should provide the Committee with sufficient resources to
perform its duties. It is authorized to seek any information it requires from any employee of the
Group and members of the Board in order to perform its duties and all employees of the Group
and members of the Board are directed to co-operate with any request made by the Committee
within the scope of these terms of reference.
7. The duties of the Committee shall be:
(a) to formulate nomination policy for the Board's consideration and implement the Board's
approved nomination policy;
(b) 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 complement the Company's corporate strategy;
(c) to identify individuals suitably qualified to become members of the Board and select or
make recommendations to the Board on the selection of individuals nominated for
(d) to receive nominations from shareholders or directors when such are tendered and to
make recommendations to the Board on the candidacy of the nominees, having regard to
the Board's compositional requirements and suitability of the nominees;
(e) to assess the independence of independent non-executive directors and review the
independent non-executive directors' confirmations on their independence; and make
disclosure of its review results in the corporate governance report. Where the Board
proposes a resolution to elect an individual as an independent non-executive director at
the general meeting, it 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;
(f) 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 of the Company; and
(g) to consider other topics and review other documents as may be reasonably requested by
the Board from time to time.
8. The Committee shall consult the Board about its proposal relating to the selection of individuals
nominated for directorship and at the expenses of the Company, have access to independent
professional advice to perform its responsibilities where it considers necessary.
9. The secretary of the Company (or his/her delegate) shall be the secretary of the Committee (the
10. The Committee shall meet as and when necessary or as requested by any Committee member.
The Committee shall meet not less than once a year.
11. An agenda and accompanying papers shall be sent in full to all members of the Committee in a
timely manner and at least 7 days before the intended date of the meeting of the Committee (or
such other period as agreed by its members).
12. The meetings and proceedings of the Committee are governed by the provisions of the Articles
of Association of the Company for regulating the meetings and proceedings of the Board so far
as the same are applicable.
13. The Secretary shall keep minutes of each Committee meeting. Draft and final versions of
minutes of the Committee meetings shall be sent to all members of the Committee for their
comments and records respectively, in both cases within a reasonable time from such meeting.
14. The Secretary shall circulate the minutes of meetings of the Committee to all members of the
Board, unless a conflict of interest exists or for the reasons mentioned in paragraph 5.
15. The Committee should report to the Board on a regular basis. At the next meeting of the Board
following a meeting of the Committee, the chairman of the Committee shall report to the Board
on the findings and recommendations of the Committee.
Adopted by the Board on 23 March 2012.