Nomination Committee and Appointment of Directors
(Extracted from Sun Hung Kai Properties Limited 2010/11 Annual Report dated 15 September 2011)
The Nomination Committee was established in June 2005 and is chaired by Professor Wong Yue-chim, Richard, an Independent Non-Executive Director. Other members of the Committee are Messrs. Kwan Cheuk-yin, William and Yip Dicky Peter. All members are Non-Executive Directors and the majority of them is Independent Non-Executive Directors.
The Nomination Committee is responsible for formulating policy and making recommendations to the Board on nominations, appointment of Directors and Board succession. The Committee develops selection procedures for candidates, and will consider different criteria including appropriate professional knowledge and industry experience, as well as consult external recruitment professionals when required. The Committee also reviews the size, structure and composition of the Board and assesses the independence of Independent Non-Executive Directors. The Committee is provided with sufficient resources enabling it to discharge its duties. The Nomination Committee’s specific terms of reference are posted on the Company’s website.
The Nomination Committee held a meeting during the year ended 30 June 2011. The attendance record of each member is set out below:
| Committee members | Meeting attended / Total | |
|---|---|---|
| Wong Yue-chim, Richard | 1/1 | |
| Kwan Cheuk-yin, William | 0/1 | |
| Yip Dicky Peter | 1/1 | |
The Nomination Committee discussed and reviewed the Board composition of the Company as well as other related matters. In addition, the Committee recommended to the Board for approval of (i) the changes to the structure of the Board to provide for joint chairmanship and (ii) the appointment of joint Chairmen of the Board in place of the current Chairman who will retire at the 2011 AGM, such appointment to take effect from the close of the 2011 AGM after the passing of the special resolution on the proposed amendments to the Articles.
In accordance with the Articles, one-third of the Directors are required to retire from office by rotation and are eligible for re-election at each annual general meeting (the “AGM”) and each Director should be subject to retirement by rotation at least once every three years. Non-Executive Directors are subject to a term of approximately two years commencing from the date of the AGM at which they are re-elected and expiring at the AGM to be held two years thereafter, and they shall be eligible for re-election at that AGM upon the expiry of their term of office.
