The Nominating Committee shall have at least three members, all of whom shall be non-executive directors with the majority being independent directors. The quorum for the Committee shall be two members, of which one should be an independent director. The Nominating Committee members and Chairperson shall be appointed by the Board. The appointment of a Committee member terminates when the member ceases to be a director, or as determined by the Board.

In the event of equality of votes, the Chairperson of the Committee shall have a casting vote (except where two directors form the quorum). In the absence of the Chairperson of the Committee, the members present shall elect one of their numbers to chair the meeting.

The Nominating Committee shall have no executive powers.