Terms of Reference for the Nomination Committee

Shui On Land's Nomination Committee comprises three members, namely Vincent H. S. LO , Sir John R. H. BOND and Professor Gary C. BIDDLE . The Chairman of the Nomination Committee is Vincent H. S. LO. The primary duties of the Nomination Committee are to review the structure, size and composition of the Board, identify individuals suitably qualified to become members of the Board, and assess the independence of independent non-executive directors.

Terms of reference for the Nomination Committee

Definitions

1. For the purposes of these terms of reference (the Terms):
   
   

   Board means the board of directors of the Company.

   Code means Code on Corporate Governance Practices of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
   
   Company Secretary means the company secretary of the Company.

   Directors means the members of the Board.
   
   Listing Rules mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).

   Nomination Committee means the Nomination Committee established by the resolution of the Board in accordance with clause 2 of these Terms.

   Shareholders means the shareholders of the Company.

Constitution

2. The Board has resolved to establish a committee of the Board to be known as the Nomination Committee.

Membership

3. The members of the Nomination Committee shall be from time to time appointed by the Board and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors. A quorum shall be two members. The chairman of the Nomination Committee shall be appointed by the Board.

Frequency and conduct of meetings

4. The Committee shall meet as and when necessary or as requested by any member of the Nomination Committee.

5. An agenda and accompanying papers should be sent in full to all members of the Nomination Committee in a timely manner and at least 3 days before the intended date of a meeting of the Nomination Committee (or such other period as agreed by its members)

Annual General Meetings

6. The chairman of the Nomination Committee shall, as far as practicable, attend the Company's annual general meetings and be prepared to respond to any Shareholder's questions on the Nomination Committee's activities.

Authority

7. The Nomination Committee is authorised by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Nomination Committee shall be provided with sufficient resources to discharge its duties. The Nomination Committee should be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external nomination consultant who advises the Nomination Committee.

Duties

8. The duties of the Nomination Committee shall include:

   1. The Nomination Committee shall review the structure, size and composition (including the skills, knowledge and experience) of the Board on a regular basis and make recommendations to the Board regarding any proposed changes;

   2. The Nomination Committee shall identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of, individuals nominated for directorship;

   3. The Nomination Committee shall assess the independence of independent non-executive directors;

   4. The Nomination Committee shall make recommendation to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive officer;

   5. Where the Board proposes a resolution to elect an individual as an independent non-executive Director at a general meeting, the Nomination Committee shall set out in the circular to Shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe the individual should be elected and the reason why they consider the individual to be independent; and

   6. The Nomination Committee shall exercise such other powers, authorities and discretions, and perform such other duties, of the Directors in relation to the nomination of directors as the Board may from time to time delegate to it, having regard to the Code.
      

Reporting procedures

9. Minutes of the Nomination Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.

10. Minutes of meetings of the Nomination Committee shall record in sufficient detail the matters considered by the Nomination Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Nomination Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.

11. Without prejudice to the generality of the duties of the Nomination Committee set out in these Terms, the Nomination Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.

Terms available

12. The Nomination Committee shall make available these Terms on request and by inclusion on the Company's website, thereby explaining its role and the authority delegated to it by the Board.