HC-4.2 HC-4.2 Nominating Committee
HC-4.2.1
The Board must establish a Nominating Committee of at least three directors which must:
(a) Identify persons qualified to become members of the Board of directors or Chief Executive Officer, Chief Financial Officer, Corporate Secretary and any otherapproved persons of theinsurance licensee considered appropriate by the Board, with the exception of the appointment of the internal auditor which shall be the responsibility of the Audit Committee in accordance with Paragraph HC-3.2.1 above; and(b) Make recommendations to the whole Board of directors including recommendations of candidates for Board membership to be included by the Board of directors on the agenda for the next annual shareholder meeting.January 2011HC-4.2.2
The committee must include only
independent directors or, alternatively, onlynon-executive directors of whom a majority isindependent directors and the chairman is anindependent director . This is consistent with international best practice and it recognises that the Nominating Committee must exercise judgment free from personal career conflicts of interest.January 2011