Corporate Governance

Core Committees




Nomination Committee

Members:
Mr. CHAN Chun Wai, Tony (Committee Chairman)
Mr. LI Wai Keung
Mr. LIU Jian
Mr. LIU Wei

HANS ENERGY COMPANY LIMITED
NOMINATION COMMITTEE - TERMS OF REFERENCE

1. GENERAL
1.1 Introduction
The Board hereby establishes a Nomination Committee.
1.2 Organization
These Terms of Reference govern the operations of the Nomination Committee.
1.3 Membership
The Committee will consist of members of the Board appointed by the Board and will comprise at least three directors. The majority of members of the Committee must be independent directors. In addition, the Committee Chairman must be an independent director.

The Chairman should be appointed by the Board.
1.4 Operations

The committees will meet as and when required during the year, but no less than once per year. Meetings may be called for as the Committee or its Chairman determine.

The quorum of every Committee meeting must not be less than two-third of the number of Committee members. The majority of the quorum must be independent directors.

The Secretary of the Company will be the Secretary of the Committee as well, who will keep minutes of all of its proceedings. The Committee will report its actions to the next meeting of the Board. Committee members will be provided with copies of the minutes at each meeting; and any action taken requires unanimous consent; in absence of such unanimity, the disputed matter will be referred to the full Board for determination.
2. PURPOSE
Shareholders of the Company have the ultimate responsibility to determine who should represent them on the Board. However, it is recognized that the Board has an important role in assisting this process. The Board is also responsible for reviewing the performance of the Board and that of directors. The Nomination Committee assists the Board in this role.
3. DUTIES AND RESPONSIBILITIES
The principal nomination responsibilities of the Committee are:
3.1
To undertake regular reviews of the structure and size of the Board and to make any consequential recommendations to the Board;
3.2

To identify individuals qualified to become directors, and to make recommendation to the Board about potential nominees;
3.3
To assess the suitability of individuals in accordance with the director selection criteria identified by the Committee;
3.4
To conduct appropriate inquiries into the backgrounds and qualifications of the director nominees. The Committee will advise as to each proposed nominee's appropriateness for service on the Board;
3.5
To assist in the evaluation of the performance of each director with reference to the effectiveness of the Board before recommending to the Board his or her nomination for an additional term as director;
3.6
To review, at the request of the Board, the composition of each committee and to present recommendations for committee memberships to the Board;
3.7
To gather and review information for its annual evaluation of the Chief Executive Officer, to be presented by the Committee to the Board for its discussion and review;
3.8
To consider issues involving possible conflicts of interest of directors and provide recommendations to the Board;
3.9
To review and discuss with the Board and senior executives, management's plans for professional development and corporate succession plans;
3.10
To periodically review and reassess the adequacy of these Terms of Reference and to recommend any proposed changes to the Board for approval; and
3.11
To take up any other duties and responsibilities referred by the Board.
4. COMMITTEE PERFORMANCE
The Board will from time to time evaluate the performance of the Nomination Committee to determine whether it is functioning effectively by reference to current best practice.



Approved by the Board on 17 th June 2005

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