HONMA GOLF LIMITED
本間高爾夫有限公司
TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
Constitution
1.

The nomination committee (the “ Committee ” ) is established pursuant to a resolution
passed by the board of directors (the “ Board ” ) of Honma Golf Limited (the “ Company ” )on September 18, 2016.

Membership
2.

App14
A.5.1

Members of the Committee shall be appointed by the Board and shall comprise such
number of directors of the Company as the Board may determine, provided a majority ofthe Committee shall comprise members who are independent non-executive directors ofthe Company.

3.

Unless otherwise determined by the Board, the minimum number of members of theCommittee shall be three. If a member resigns, ceases to be a director or for any otherreason ceases to be a member of the Committee resulting in a reduction of the number ofmembers below the minimum, the Board shall, within three months of that event, appointsuch number of new members as may be required to make up the minimum.

4.

The chairman of the Committee shall be appointed by the Board and shall either be thechairman of the Board or an independent non-executive director. In the absence of thechairman, the remaining members present shall elect one of themselves to chair themeeting.

5.

The Board or the Committee shall from time to time appoint any particular memberof the Committee or any officer or employee of the Company or its subsidiaries as
the secretary of the Committee. In the absence of the secretary of the Committee, theremaining members present shall elect one of themselves or appoint another person as
the secretary for that meeting.

Frequency of meetings
6.

The Committee shall meet at least once a year. Additional meetings may be held as andwhen required.

–1–App14
A.5.1

Notice of meetings
7.

A meeting of the Committee may be convened by any of its members or the secretary ofthe Committee.

8.

Unless otherwise agreed by all the members of the Committee, notice of each meeting
stating the time, date and place of the meeting shall be given to each member of theCommittee and any other person invited to attend at least seven days prior to the date of
the meeting.

9.

Agenda and any supporting documents and papers shall be forwarded to each member of
the Committee and any other person invited to attend at least three days prior to the dateof the meeting (or such other period as the members may agree).

Proceedings of meetings and resolutions
10. No business shall be transacted at any meeting of the Committee unless a quorum ispresent. The quorum of a meeting shall be two members of the Committee (at least oneof whom should be an independent non-executive director).
11. Only members of the Committee have the right to attend Committee meetings. Otherpersons including but not limited to any director, management, external advisor orconsultant may be invited by the Committee to attend for all or part of any meeting as
and when appropriate.
12. Meetings of the Committee may be held either in person or through electronic means ofcommunication or in such other manner as the members may agree.
13. Questions arising at any meeting shall be determined by a majority of votes of themembers of the Committee present. Each member of the Committee shall have one vote.
In the case of any equality of votes the chairman of the meeting shall have an additionalor casting vote.
14. Members must abstain from voting in respect of any resolution which he/she is aninterested party.
15. A resolution in writing signed by all members of the Committee shall be as valid andeffectual as if it had been passed at a meeting of the Committee. Any such resolution
may be contained in a single document or may consist of several documents in like form
each signed by one or more of the members of the Committee.

–2–16. Draft and final versions of minutes of the Committee meetings shall be sent to all
Committee members for their comment and records respectively within a reasonable

App14
A.1.4
A.1.5

time after the meeting.
17. The secretary of the Committee shall cause full minutes with sufficient details to bemade in books to be provided for the purpose of the proceedings of all meetings of theApp14
A.1.4
A.1.5

Committee and of the attendances thereat and of all business transacted, resolutions
passed and orders made at such meetings. Such minutes of meetings of the Committee
shall be open for inspection at any reasonable time on reasonable notice by any Director.
Any such minutes of any meeting, if purporting to be signed by the chairman of suchmeeting or by the chairman of the next succeeding meeting of the Committee, shall be
sufficient evidence without any further proof of the facts therein stated.
18. Save as otherwise provided herein expressly, proceedings of meetings of the Committee
shall be governed by the provision of the articles of association of the Company for
regulating the proceedings of meetings of the Board mutatis mutandis.
Authority

App14
A.5.2

19. The authorities of the Committee shall include such authorities set out in the relevant
code provisions of the Corporate Governance Code and Corporate Governance Report(the “ Corporate Governance Code and Corporate Governance Report ” ) as containedin Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited (the “ Listing Rules ” ) (as amended from time to time).
20. The Committee is authorized by the Board to seek any information it requires from themanagement of the Company in order to perform its duties.
21. The Committee is authorized by the Board to obtain any independent professional
advice, at the Company ’ s expense, from any person if it considers necessary to perform
its duties.
22. The Committee is to be provided with sufficient resources to discharge its duties.

–3–Duties and functions

App14A.5.2

23. The duties and functions of the Committee shall include such duties and functions set
out in the relevant code provisions of the Corporate Governance Code and Corporate
Governance Report. Without prejudice to the foregoing, the Committee shall:(a) review the structure, size and composition (including the skills, knowledge andApp14
A.5.2(a)experience) of the Board at least annually and make recommendations on any
proposed changes to the Board to complement the Company ’ s corporate strategy;(b) formulate a policy of selection and nomination of directors and the proceduresfor the sourcing of suitably qualified director for consideration of the Board andimplement such plan and procedures approved;(c) identify individuals suitably qualified to become Board members and select or

App14
A.5.2(b)make recommendations to the Board on the selection of individuals nominated fordirectorships;(d) ensure sufficient biographical details of nominated candidates are provided to theBoard and shareholders to enable them to make a decision regarding selection of theBoard members;(e) assess the independence of independent non-executive directors;

App14
A.5.2(c)(f) make recommendations to the Board on the appointment or re-appointment of

App14
A.5.2(d)directors and succession planning for directors, in particular the chairman and thechief executive; and(g) conform to and abide by any requirement, direction and regulation that may
be prescribed by the Board or contained in the constitutional documents of theCompany or imposed by the Listing Rules or applicable laws.
24. The Committee (or the Board) should have a policy concerning diversity of Board
members, and should disclose the policy or a summary of the policy in the corporategovernance report.
25. Where the Board proposes a resolution to elect an individual as an independent nonexecutive director at the general meeting, it should set out in the circular to shareholders
and/or explanatory statement accompanying the notice of the relevant general meeting
why they believe he/she should be elected and the reasons why they consider him/her tobe independent.

–4–Reporting Procedures
26. The Committee shall report directly to the Board on its findings, decisions and/orrecommendations, unless there are legal or regulatory restrictions on its ability to do so(such as restriction on disclosure due to regulatory requirements). At the next meeting ofthe Board following a meeting of the Committee, the chairman of the Committee shallreport the findings, decisions and/or recommendations of the Committee to the Board.
The secretary of the Committee shall also circulate the minutes of meetings, reports and/or written resolutions (if any) of the Committee to all members of the Board.
Corporate Governance Report
27. The work of the Committee during each financial year shall be summarized in thecorporate governance report which constitutes part of the annual report.
Annual General Meeting
28. The chairman of the Committee or in his/her absence, another member of the Committeeor failing this, his/her duly appointed delegate, shall attend the annual general meetingof the Company and be prepared to answer questions at the annual general meeting on
the Committee ’ s work and its responsibilities.
Amendment
29. Subject to the compliance with the articles of association of the Company and theListing Rules, any amendment to these terms of reference shall be authorized by theBoard.
Publication
30. The Committee shall make available these terms of reference by publishing them on thewebsites of The Stock Exchange of Hong Kong Limited and the Company.
(If there is any inconsistency between the English and Chinese version of these terms ofreference, the English version shall prevail.)

–5–

App14
D.2.2