1.1 The Nomination Committee ("Nomination
Committee") of IDT International Limited (the
"Company") is established by the board
of directors of the Company ("Board")
to review the structure, size and composition of
the Board and to recommend on matters in relation
to appointments or re-appointments of directors
of the Company (the "Directors").
1.2 Subject to the regulations contained in the
Companies Act 1981 of Bermuda, the Rules Governing
the Listing of Securities (the "Listing Rules")
on The Stock Exchange of Hong Kong Limited and the
Bye-Laws of the Company ("Bye-Laws"),
the procedures of the Nomination Committee shall
be regulated by the provisions set out in these
Terms of References of Nomination Committee (the
"Terms of References").
2.1 The Nomination Committee shall have at least
three members (the "Members"), who shall
be appointed by the Board out of their own number,
the majority of whom must be independent non-executive
Directors of the Company.
2.2 The Board may nominate any one of the Members
as the chairman of the Nomination Committee and
if no such Member is nominated, the Nomination Committee
shall elect one of the Members as the chairman of
the Nomination Committee, provided always that the
chairman must be an independent non-executive Member.
2.3 A Member who wishes to retire or resign from
the Nomination Committee shall serve sufficient
prior written notice to the Company.
2.4 A Member who ceases to be a member of the Board
shall immediately and automatically cease to be
a Member of the Nomination Committee.
3.1 The Nomination Committee shall make recommendations
to the Board on all new appointments or re-appointments
of Directors, including the continuation (or not)
of service as an executive or non-executive Director,
the establishment of a succession plan for Directors
in particular the chairman of the Board and the
chief executive officer and the composition of the
Board after taking into account the balance between
executive and non-executive Directors and between
independent and non-independent directors.
3.2 The Nomination Committee shall regularly on
an annual basis review the Board structure, size,
composition (including the skills, knowledge and
experience) and the independent element of Board
members taking into account the balance between
executive and non-executive, independent and non-independent
Directors and make recommendations to the Board
to make such adjustment as it may deem necessary.
3.3 The Nomination Committee shall procure that
at all times the Board shall include not less than
three independent non-executive Directors.
3.4 The Nomination Committee shall develop the
criteria for selection of Director as it deems appropriate
from time to time.
3.5 Using the criteria, the Nomination Committee
shall identify individuals suitably qualified to
become new Board members, or, as the case may be,
fill vacancies in the Board as and when they arise.
The Nomination Committee shall select and make recommendations
to the Board on individuals nominated for directorships.
3.6 The Nomination Committee shall recommend Directors
(including independent non-executive Directors)
who are to retire by rotation to be put forward
for re-election at each annual general meeting of
the Company, having regard to the Directors’ contribution
and performance (such as their attendance, preparedness,
participation and candour). The Nomination Committee
will ensure that the names of Directors submitted
for election or re-election at each annual general
meeting shall be accompanied by such details and
information to enable the shareholders of the Company
to make an informed decision.
3.7 Annually the Nomination Committee shall determine
whether or not an independent non-executive Director
fulfil the tests of independence, by referring to
the guidelines described in paragraph 3.13 of the
Listing Rules and other salient factors. To aid
the determination by the Nomination Committee, every
independent non-executive Director shall, on appointment,
and subsequently on an annual basis, submit to the
Nomination Committee a return in the form as provided
by the Nomination Committee on his/her independence.
The Nomination Committee shall review the return
and decide on whether such Director shall continue
to be considered independent.
3.8 An independent Director shall notify the Nomination
Committee immediately, if, as a result of a change
in circumstances, he or she no longer meets the
criteria for independence. The Nomination Committee,
after considering the change in circumstances, in
the light of the Listing Rules and the Terms of
Reference, may take such action as it seems fit
to maintain the independent element on the Board.
3.9 If the Nomination Committee determines that
an independent non-executive Director who has failed
one or more of the guidelines for assessing independence
mentioned in paragraph 3.13 of the Listing Rules
is nevertheless independent, it shall disclose to
the shareholders of the Company in full the nature
of such Director's failure and shall be responsible
for explaining why such Director should be considered
independent.
3.10 The Board can consider a Director as independent
if any factor he or she may have with the Company
or a counter party to a transaction would not, in
the individual case, be likely to affect the Director's
exercise of independent judgement.
3.11 When a Director has multiple board representations,
the Nomination Committee will decide whether or
not a Director is able to and has been adequately
carrying out his or her duties as a Director. If
necessary, the Nomination Committee will draft and
adopt internal guidelines to address the competing
time commitments faced by Directors serving on multiple
boards. To aid the determination by the Nomination
Committee, every Director shall, on appointment,
and subsequently on an annual basis or upon changes,
submit to the secretary of the Nomination Committee
a return in the form as provided as to his or her
board representations at other companies.
3.12 The Nomination Committee shall propose nomination
procedures to select candidates for directorship.
The nomination procedures and any amendments thereof
shall be approved by the Board.
3.13 The Nomination Committee shall also evaluate
if there are changes in the nomination procedures
and whether the changes are justified.
3.14 The Nomination Committee will have due regard
to the principles of good corporate governance and
the Listing Rules in considering Board membership.
4.1 The Nomination Committee shall hold at least
1 meeting in each financial year of the Company
to discharge its duties set forth in these Terms
of Reference. The chairman or the secretary on the
requisition of the chairman shall at any time summon
a meeting of the Nomination Committee.
4.2 Seven days' notice or such shorter notice as
may be agreed by Members will be given by the secretary,
specifying the place, date, time and agenda of the
meeting.
4.3 The chairman of the Nomination Committee shall
chair all the Nomination Committee meetings. If
no such chairman is appointed or if the chairman
is not present within 15 minutes after the time
appointed for holding any Nomination Committee meeting,
the Members present may choose one of their number
who must be an independent Member to be the chairman
of the meeting.
4.4 The quorum necessary for the transaction of
the business of Nomination Committee shall be two,
at least one of them must be an independent non-executive
Member who should chair the meeting and be given
a casting vote in case of an equality of vote on
any resolution.
4.5 Unless otherwise provided in these Terms of
Reference, meetings and proceedings of the Nomination
Committee shall be governed by the Company' Bye-Laws
regulating the meetings and proceedings of Directors
and committees.
4.6 Questions arising at any Nomination Committee
meeting shall be determined by a majority of votes
given that no Member shall vote on any recommendation
on his/her own nomination.
4.7 The chairman (or in his/her absence, an alternative
member) of the Nomination Committee shall attend
the annual general meetings of the Company and be
prepared to answer questions concerning the appointment
of any Director.
4.8 The secretary shall minute the proceedings
and resolutions of all meetings as well as keep
appropriate records. Any minutes signed by the chairman
of the meeting to which they relate or of the meeting
at which they are read, shall be sufficient evidence
without any further proof of the facts stated therein.
Minutes of all meetings shall be circulated to all
the Members and if the chairman of the Nomination
Committee so decides, be circulated to such other
Director(s) who is / are not Member(s) of the Nomination
Committee.
5.1 The Committee chairman shall report to the
Board on its proceedings after each meeting on all
matters within its duties and responsibilities.
5.2 The Committee shall make whatever recommendations
to the Board it deems appropriate on any area within
its ambit where action or improvement is needed.
