Bright Smart Securities & Commodities Group Limited — Governance Information 2018

Dec 31, 2018

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BRIGHT SMART SECURITIES & COMMODITIES GROUP LIMITED 耀才證券金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(the “Company” , Stock Code: 1428 )

Nomination Committee Terms of Reference

1. Constitution

• 1.1 The Nomination Committee (the “ Committee ”) was established pursuant to a resolution passed by the board of directors (the “ Board ”) of the Company at its meeting held on 4 August 2010.

2. Membership

• 2.1 Members of the Committee (“ Members ”, and each a “ Member ”) shall be appointed by the Board from amongst the members of the Board.

• 2.2 The Committee shall consist of not less than three Members and a majority of the Members shall be independent non-executive directors (“ INEDs ”, and each an “ INED ”) of the Company.

• 2.3 The appointment of the Members may be revoked, or additional Members may be appointed to the Committee by separate resolutions passed by the Board and by the Committee. If a Member ceases to be a director, then his office as a Member shall ipso facto cease.

3. Chairman

• 3.1 The Chairman of the Committee shall be appointed by the Board and shall be the Chairman of the Board or an INED.

4. Secretary

• 4.1 The company secretary of the Company shall be the secretary of the Committee (the “ Secretary ”).

• 4.2 The Committee may from time to time appoint any other person with appropriate qualifications and experience as the Secretary.

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5. Meetings

• 5.1

  • The Committee shall meet at least once a year.

• 5.2 Notice of any meetings has to be given at least 14 days prior to any such meeting being held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member. Notice of any adjourned meetings is not required if adjournment is for less than 14 days.

• 5.3

  • The quorum of the Committee shall be any two Members.

• 5.4 Meetings could be held in person, by telephone or by video conference. Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

• 5.5 Resolutions of the Committee at any meetings shall be passed by a majority of votes of the Members present.

• 5.6 A resolution in writing signed by all Members shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

• 5.7 Full minutes shall be kept by the Secretary. Draft and final versions of minutes shall be circulated to all Members for their comment and records respectively, in both cases within a reasonable period of time after the meeting. Such minutes shall be open for directors’ inspection.

6.

Attendance at Meetings

• 6.1 By invitation of the Committee, the Chairman of the Board and/or Chief Executive, external advisers and other persons may be invited to attend all or part of any meeting.

• 6.2

• Only Members are entitled to vote at the meetings.

7.

Annual General Meetings

• 7.1 The Chairman of the Committee or in his absence, another Member shall attend the Company’s annual general meetings and be prepared to respond to shareholders’ questions on the Committee's activities and their responsibilities.

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8. Responsibility

• 8.1 The Committee shall have the following responsibilities:

• 8.1.1 to review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

• 8.1.2 to identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on selection of individual nominated for directorships;

• 8.1.3 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;

• 8.1.4 to assess the independence of the INEDs; and

• 8.1.5 to review from time to time the policy for the nomination of Directors (the “ Director Nomination Policy ”) and the Board’s diversity policy (the “ Board Diversity Policy ”), as appropriate, and make recommendations on any proposed revisions to the Board for consideration and approval, and monitor their implementation so as to ensure their effectiveness, and make disclosure of their summary in the Corporate Governance Report annually.

9. Reporting Responsibilities

• 9.1 The Committee shall report to the Board when appropriate.

10. Authority

• 10.1 The Committee should be provided with sufficient resources to discharge its duties. Where necessary, the Committee should seek independent professional advice, at the Company’s expense, to perform its responsibilities.

Note: Arrangements to seek independent professional advice could be made through the Secretary.

11. Effective date and Amendments

• 11.1 These terms of reference shall come into effect on the date when they are approved by the Board.

• 11.2 Any amendments to these terms of reference shall be recommended by the Committee and come into effect on the date when they are approved by the Board.

(Adopted on 28 February 2012 and revised on 30 August 2013 and 31 December 2018)

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