1. Composition
1.1 The Committee shall comprise a majority of independent non-executive directors.
1.2 The Chairman of the board of directors of the Company (the “Board”) or an independent non-executive director shall act as chairman of the Committee and shall be responsible to lead the Committee and ensure that the Committee operates and discharges its duties efficiently.
1.3 The Company Secretary or his nominee shall act as secretary of the Committee.

2. Duties, Authority and Function
2.1 to set up the fundamental and objective standards required from directors and make recommendations on the appointment procedure of directors;
2.2 to formulate board diversity policy taking into consideration of gender, age, tenure, culture, industry experience, educational and professional background required on the Board based on current and projected future business of the Group;
2.3 to identify suitable individuals qualified as board members and to select or make recommendations to the Board on selection of directors from individuals nominated for directorship;
2.4 to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and to make recommendations on any proposed changes to the Board complementing the Company and its subsidiaries’ (the “Group”) corporate strategies; and to ensure that non-executive directors have specific terms of service and the re-election requirement are consistent with the Bye-Laws of the Company and the relevant rules of regulatory authority;
2.5 to assess the independence of independent non-executive directors;
2.6 to make recommendations to the Board on the appointment or re-appointment of directors and succession plan for directors, in particular the chairman and the chief executive;
2.7 to review and approve the policy on the part-time work performed for organisations outside the Group by directors and senior management (senior management as defined in accordance with the management organization structure as disclosed in the annual report); and
2.8 to seek independent professional advice at the Group’s expenses through assistance of the Company Secretary where appropriate and with reasonable grounds.
　　　
3. Meeting
3.1 The Committee shall convene meetings regularly and at least once a year and shall report to the Board after meeting.
3.2 The procedure for convening meeting of the Committee shall follow the procedure for convening meeting of the Board as stipulated in the Bye-Laws of the Company.
3.3 The Company Secretary shall assist the Committee to convene meetings and document the minutes of the meetings.
　　　
4. Annual Assessment
4.1 The Committee shall review its operation procedures, performance and effectiveness and assess and report to the Board at least once a year. The Board shall then appraise and comment on rooms for improvement.
4.2 The Board shall, from time to time, assess the sustainability and effectiveness of the terms of reference of the Committee and shall amend the terms and work policies when appropriate.