• 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 other officers of the 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 2013

    • HC-4.2.2

      The committee should include only independent directors or, alternatively, only non-executive directors of whom a majority should be independent directors and the chairman should be an independent director. This is consistent with international best practice and it recognises that the Nominating Committee should exercise judgment free from personal career conflicts of interest.

      January 2013