Annual Report - QuamIR

Corporate Governance Report (Continued)
Nomination, Appointment and Re-election of Directors
All new appointment of Directors and nomination of Directors proposed
for re-election at the annual general meeting are first considered by the
Nomination Committee. The Nomination Committee will assess the candidate
or incumbent on criteria such as integrity, experience, skill and ability to
commit time and effort to carry out the duties and responsibilities. The
recommendations of the Nomination Committee will then be put to the Board
for decision. Details of the role and function as well as a summary of the work
performed by the Nomination Committee are set out under the heading of
“Nomination Committee” below.
In accordance with the Company’s Bye-laws, the nearest one-third of the
Directors shall retire from office by rotation but are eligible for re-election
by shareholders at the annual general meeting provided that every Director
is subject to retirement by rotation at least once every three years. New
appointments to the Board are also subject to re-election by shareholders at
the next following annual general meeting.
All Non-executive Directors of the Company were appointed with no specific
term, but are subject to the aforesaid rotation requirement in the Company’s
Bye-laws, accomplishing the same purpose as being appointed for a specific
term. The rotating Directors who are subject to retirement and re-election at
the 2012 annual general meeting are set out on page 34.
Meetings of the Board and Board Committees
The Directors meet from time to time to discuss and exchange ideas on the
affairs of the Company. The Board has set up various Board Committees,
among others, the Audit Committee, the Nomination Committee and the
Remuneration Committee for overseeing particular aspects of the Group’s
affairs.
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16 HKC (Holdings) Limited • Annual Report 2011