Manual on Corporate Governance
Code of Conduct and Business Ethics
Annual Corporate Governance Report
Board Committees and Charters
2015 SMPC Integrated Annual Report
Nomination and Election Committee Charter
(As amended by the Nomination & Election Committee on September 23, 2013 and approved by the Board of Directors on November 12, 2013)
The Board of Directors of Semirara Mining and Power Corporation has established a Nomination and Election Committee to assist the Board in fulfilling its duties by reviewing, recommending and promulgating guidelines involving the nomination process and criteria for the Board of Directors and Officers as stated in the Amended By-Laws, SEC Revised Code of Corporate Governance and pertinent regulatory rules.
A formal process of reviewing the balance and effectiveness of the Board, identifying the skills needed and those individuals who might best be seen to be doing so in a fair and thorough manner is increasingly required as an appropriate mechanism in ensuring that the Board remains effective and focused.
2.1. The Nomination & Election Committee (“Committee”) shall consist of at least three (3) directors appointed by the Board of Directors of Semirara Mining and Power Corporation (the “Corporation”), one of whom shall be an independent director and majority of whom shall be non-executive directors.
2.2. The Committee Member’s term shall be for one year. Committee Members may be replaced at any time by a majority of the Board.
2.3. All Committee Members must be Directors of the Board. A Member’s cessation as a Board Director means his automatic termination as a Committee Member.
2.4. Committee Members shall be entitled to committee membership per diem or fees.
2.5. The Chairman of the Committee shall be appointed by the members of the Committee.
The Committee’s duties and responsibilities shall be as follows:
3.1. Nomination and Selection
3.1.1. Promulgate guidelines to govern the conduct of nomination of independent directors, new executive and non-executive directors, other positions requiring appointment of the Board.
3.1.2. Make recommendations to the Board on the appointment of new executive and non-executive directors, including making recommendations to Board mix and balance between executive and non-executive directors appointed to the Board.
3.1.3. Regularly review the Board’s structure, size and composition and make recommendations to the Board with regards to any adjustments that are deemed necessary.
3.1.4. Be responsible for identifying, evaluating qualifications, skills and experience that are aligned to the Company’s strategy and accepting nominations of candidates for election as Board members and to fill Board vacancies as and when they arise, as well as considering issues of potential conflicts of interest for such candidates.
3.1.5. Set the terms of reference for qualifications and competencies of senior management officers, i.e. CEO, VPs, and which shall include strategic business acumen, financial & technical expertise, experience, professional ethics, and such other qualifications aligned to the Company’s strategy.
3.1.6. Review the qualification of senior management officers prior to movement, appointment or promotion, and approve final disposition thereof.
3.1.7. Retain or use professional search firms or other external sources when searching for candidates to the Board of Directors.
3.2. Succession Planning
3.2.1. Undertake the responsibility for succession planning for the Board to ensure that positions are filled not just in terms of Board membership, but also Committee membership, Board and Committee Chairs and senior executive officer positions.
3.2.2. Make an annual report to the Board on executive succession planning which should include policies and principles for Chairman and Chief Executive Officer (CEO) selection and succession in the event of an emergency or retirement. The entire Board will work with the Committee to evaluate and nominate potential successors to the Chairman and CEO.
3.2.3. Review periodically with the Chairman and CEO the executive succession plans relating to positions held by elected senior management officers.
3.3. Board Performance
3.3.1. Set good governance guidelines detailing responsibilities and performance expectations for Board Directors.
3.3.2. Develop and implement an annual or periodic evaluation process of the Board’s effectiveness and performance (including that of individual Board members).
3.4. Board Development
3.4.1. Develop a Board and Director Development program which shall include orientation, trainings of interest to Board Directors and Board retreat.
4.1. Meetings of the Committee will be held as the Committee deems to be appropriate; however, the Committee should meet at least twice a year. Meetings should be organized so that attendance is maximized. A meeting may be called, at any other time, by the Chairman of the Committee or any member of the Committee when necessary.
4.2. The notice of each meeting of the Committee, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the Committee at least seven (7) calendar days prior to the date of the meeting.
4.3. The quorum for decisions of the Committee shall be any two (2) members present and voting on the matter for decision.
4.4. The Chairman (or in his absence, an alternative member) of the Committee shall attend the Annual General Meeting and be prepared to answer questions concerning the appointment of executive and non-executive directors and maintain contact as required with the Corporation’s principal shareholders about the appointment of executive and non-executive directors in the same way as for other matters.
5.1. Unless varied by these terms indicated herein, meetings and proceedings of the Committee will be governed by the Company’s Articles of Incorporation regulating the meetings and proceedings of directors.
5.2. The Committee will have due regard to the principles of governance, SEC Revised Code of Corporate Governance and best practices.
5.3. Minutes of the meetings shall be taken by the Committee Secretary. Minutes of meetings shall be circulated to all the members of the Committee, and may also, if the Chairman of the Committee so decide be circulated to other members of the Board. Any director may, provided that there is no conflict of interest and with the agreement of the Chairman, obtain copies of the Committee’s minutes.
5.4. The Committee will liaise with the Board in relation to the preparation of the Committee’s report to shareholders as required.
6.1. The Committee in carrying out its tasks hereunder may obtain such outside or other independent professional advice as it considers necessary to carry out its duties.
6.2. The Board will ensure that the Committee will have access to professional advice both inside and outside of the Company in order for it to perform its duties.
6.3. The Committee shall review the Charter at least on an annual basis and recommend any proposed changes to the Board for approval.
6.4. The Committee shall conduct an annual review of its own performance and take follow-up action as appropriate.