1. Membership
1.1 Members of the Committee shall comprise all executive directors of the Company.
1.2 Only members of the Committee have the right to attend Committee meetings. However, other individuals such as other directors and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3 The chairman of the Company shall be the Chairman of the Committee.
1.4 A member of the Committee who ceases to be a member of the board of directors of the Company (the "Board") shall immediately and automatically cease to be a member of the Committee.
2. Secretary
2.1 The Company Secretary or his designate shall act as the secretary of the Committee.
3. Frequency of Meetings
3.1 The Committee shall meet at such times as the Chairman of the Committee shall require.
4. Notice of Meetings
4.1 Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any member of the Committee.
4.2 Unless otherwise waived by all members of the Committee, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee no later than 3 days before the date of the meeting. Supporting papers shall be sent to the Committee members and to other attendees as appropriate, at the same time.
5. Proceeding of Meetings
5.1 The quorum necessary for the transaction of business of the Committee shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5.2 Resolutions of the Committee at any meetings shall be passed by a majority of votes of the members of the Committee present. In the case of any equality of votes, the Chairman of the Committee shall have a casting vote.
5.3 Unless specified by these terms of reference, meetings and proceedings of the Committee shall be governed by the Company's Articles of Association regulating the meetings and proceedings of the directors.
5.4 Subject to compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the "Listing Rules") and the applicable laws and regulations, a memorandum in writing signed by all the members of the Committee for the time being except such as are absent from Hong Kong or temporarily unable to act through ill-health or disability (or their alternate directors) annexed or attached to the Directors' Minute Book shall (so long as they constitute a quorum) be as valid and effectual as a resolution of the Committee passed at a meeting duly convened, held and constituted.
6. Minutes of Meetings
6.1 The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
6.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee within a reasonable time after the meeting and shall be submitted to the Board for ratification during regular Board meetings.
7. Authority
7.1 The Committee is authorized by the Board to:
(a) review any activity within its terms of reference;
(b) obtain all information and explanations which its members consider necessary to fulfill the duties of the Committee; and
(c) obtain outside legal or independent professional advice to assist the Committee in their work, and such advisers may attend meetings as necessary.
8. Duties
8.1 The duties of the Committee shall be:
(a) to monitor the execution of the Company’s strategic plans and the operations of all business units of the Company;
(b) to manage and develop generally the business of the Company;
(c) to act for the Board with such powers and authorities as that of the Board contained and regulated in the Articles of Association of the Company except:
to declare interim dividend or to recommend the final dividend or to declare or recommend other distributions; and
to recommend to the members of the Company for the winding up of the Company;
(d) to assist in development of agendas for regular Board meetings; and
(e) to assume such other responsibilities as from time to time may be delegated by the Board.
9. Reporting Responsibilities
9.1 The Committee shall make whatever recommendations to the Board it deems appropriate or any area within its remit where action or improvement is needed.
9.2 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
9.3 The Chairman of the Committee, or failing him, any member of the Committee shall attend the annual general meetings of the Company and shall answer questions on the Committee's activities and their responsibilities.
9.4 The Committee shall report back to the Board and keep the Board informed of its decisions and recommendations, unless prohibited by applicable laws and regulations.
Adopted by the Board on 16 March 2012