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MOTOR VEHICLE COMPREHENSIVE INSURANCE(NEW)
MOTOR VEHICLE COMPREHENSIVE INSURANCE(OLD)
COMPREHENSIVE THIRD PARTY LIABILITY (CTPL)

NOMINATION COMMITTEE CHARTER

 

I. Purpose of the Nomination Committee

The Nomination Committee (the “Committee”) of the Board of Directors (the “Board”) of TRAVELLERS INSURANCE AND SURETY CORPORATION, INC. (“TRISCO”) shall:

  1. Assists the Board in developing and administering a fair and transparent procedure for setting policy on the selection and identification of individuals suitably qualified to become members of the Board and relevant policy relating to the appointment or re-appointment of directors and succession planning for directors of TRISCO and for determining of determining their remuneration packages;
  2. Report, to and assist the Board in reviewing the structure, size and composition of TRISCO’s Board on a regular basis.
  3. Committee Membership

The Committee shall be comprise of at least three (3) directors who shall be appointed by the Board, on the recommendation of the Nomination Committee, two of whom are non-executive directors and one independent director. The Board shall appoint a Chairman of the Committee.

The Company Secretary shall act as Secretary of the Committee.

II. Organization/Meetings

The Committee will meet at least four (4) times a year or more frequently, as it deems necessary or appropriate to carry its responsibilities. A majority of the members shall constitute a quorum. The Chairman shall, in consultation with other Committee members, set the agenda for and preside at meeting of the Committee.

Meetings of the committee shall be summoned by the Committee Secretary at the request of any of its member by reasonable prior notice to all members.

The Corporate Secretary of TRISCO shall act as Secretary of the Committee in all its meeting or, in his absence, any other designated individual shall record and keep minutes of all Committee meeting, including the names of those present and in attendance.

Minutes of the Committee meetings shall be circulated promptly to all members of the Committee and to all members of the Board.

The Chairman of the Committee shall attend the Annual General Meeting, prepared to respond to any shareholder question on the Committee’s activities.

III. Committee Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

  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 suitable 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 the independent non-executive directors;
  4. The Nomination Committee shall make recommendations 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 this Charter.

IV. Reporting Responsibilities

The Committee Chairman shall report formally to the Board it deems appropriate after each meeting on all matters within its duties and responsibilities and make recommendations to the Board it deems appropriate on any area within its limit where action or improvement is needed.

V. Committee Self-assessment

The Committee shall conduct an annual evaluation of its performance and report the results of such review to the Board. In connection with that annual review, the Committee shall also recommend to the Board, any modifications of this Charter that the Committee deems necessary or appropriate. The format of the self-assessment shall be determined by the Committee.

VI. Resources and Authority of the Committee

The Nomination Committee is authorized 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. It 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. TRISCO shall be responsible for any costs or expenses so incurred.

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(632) 8400-9327
(632) 8521-3822

(632) 8521-4931
(632) 8525-1119

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