New to Article 87A(c) provides that the first lay members of the Council will be appointed by the Council as soon as reasonably practicable following the conclusion of the Annual General Meeting of the Exchange to be held in 1988.
It is proposed that a Nominating Committee, whose functions are described below, be established pursuant to Article 87B(a). The Nominating Committee will be appointed by the Council. The Nominating Committee will consist of six members, one of whom will be an individual member, one of whom will be a director of a corporate member and another of whom shall be either an individual member or a director of corporate member. None of this first category may be members of the Council or persons proposed for appointment to the Council. The remaining category of members of the Nominating Committee will consist of three persons not being members of the Exchange or persons associated with them and two of whom have to be independent lay members of the Council.
The first members of the Nominating Committee have to be approved by the Commissioner for Securities and will be appointed at a meeting of the Council to be held as soon as reasonably practicable after the conclusion of the Annual General Meeting to be held in 1988. Article 87B(b) contains provisions relating to the retirement of the Nominating Committee none of whom are entitled to hold office for more than three years (except the first appointees who retire at the end of the first and second years from the date of their appointment and who may serve a further three years).
The circumstances in which the office of a member of the Nominating Committee is vacated are set out in Article 87B(c). The Council is obliged to fill the vacated place as soon as reasonably practicable and so that the new appointee is appointed from the same category of persons set out in Article 87B(a) (as further described above) as the person who vacated office.
The provisions for meetings of the Nominating Committee are set out in Article 87B(d). The Chairman of the Nominating Committee has to be appointed from those of its members who are not members of the Exchange.
The proposed new 45 days Article 87B(e) ensures that the Nominating Committee and members of the Exchange are given notice of the date elections are to be held and the members retiring at such elections.
The functions of the Nominating Committee are set out in Article 87 B(f), namely to prepare lists of candidates to be proposed for election to to certain categories of the Council. The list has to be delivered by the Nominating Committee the Secretary of the Exchange at least 30 days before any Annual General Meeting at which an election is to be held. The list has to state a description of each new candidate sufficient to enable members of the Exchange to assess the qualifications and relevant experience of the candidates for election. The Article also specifies the minimum number of candidates to be proposed by the Nominating Committee (not less than two candidates for a single vacancy in any category and not less than three candidates for every two vacancies in any category). The Nominating Committee is not entitled to nominate a candidate who, in its opinion, is related to or connected with another candidate or an existing member of the Council.
The amended Article 88 sets out the provisions relating to the retirement of members of the Council at Annual General Meetings other than the one to be held in 1988. One-third (or the number nearest to one-third) of the members of the Council consisting of individual members and directors of corporate members have to retire in each year (but may still be eligible for re-election). The Chief Executive is not subject to the retirement provisions. Lay members retire on the third aniversary of their appointment (but may be eligible for re-appointment). The members of the Council comprising individual members and directors of corporate members may not remain as members of the Council for more than six consecutive years. No period of service as a member of the Committee or the Council prior to the Annual General Meeting in 1988 is taken into account for this purpose. After the expiry of a year from the end of six consecutive years of office, an individual member or a corporate member will again be eligible for election as a member of the
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