治理与提名委员会（以下简称““Committee”）只能以顾问身份向董事会（“Board”) of 阿维诺银&金矿有限公司（简称“Company”) (i.e. review/recommend matters to the 板) with respect to the governance and nominating matters. In this regard, the purpose of the 委员会 is to:
- manage the corporate governance system for the 板;
- assist the 板 to fulfill its duty to meet the applicable legal, regulatory and (self-regulatory) business principles and ‘最佳做法守则’公司行为和行为；
- monitor the quality of the relationship between the 板 and management of the 公司;
- 审查首席执行官’s succession plan;
- recommend to the 板 nominees for appointment of the 板;
- assist the 板’对首席执行官的年度审查’s performance; and
- annually review and set an agenda of the 板 on an ongoing basis.
|2.1||Annually, following the Annual General Meeting of the 公司, the 板 shall elect from its members not less than three directors to serve on the 委员会. The members of the 委员会 shall meet the independence requirements of the applicable NYSE AMEX rules.|
|2.2||The 板 shall appoint one of the directors of the 委员会 as the 委员会 Chair (the “Committee Chair”).|
|2.3||Each member shall hold office until the close of the next Annual General Meeting of the 公司 or until the member resigns or is replaced, whichever first occurs.|
|2.4||The 委员会 shall meet as required, but at least two times per year. Additional meetings may be held as deemed necessary by the 委员会 Chair or as requested by any two members.|
|2.5||The Chief Financial Officer shall act as management advisor to the 委员会.|
|2.6||The 委员会 may invite such directors, officers and employees of the 公司 or other advisors as it may see fit from time to time to attend meetings and assist in the discussion and consideration of the business of the 委员会.|
- Develop and monitor the 公司’s overall approach to corporate governance issues and, subject to approval by the 板, implement and administer this process.
- Advise the 板 or any of the committees of the 板 of any corporate governance issues which the 委员会 determines ought to be considered by the 板 or any such committees.
- Review with the 板, on a regular basis, but not less than annually, the terms of reference for the 板, each committee of the 板, the Chairman and the Chief Executive Officer.
- Review with the 板, on a regular basis, the methods and processes by which the 板 fulfils its duties and responsibilities, including without limitation:
- the size of the 板;
- the annual schedule of issues to be presented to the 板 at its meetings or those of its committees;
- material which is to be provided to the directors generally and with respect to the meetings of the 板 or its committees;
- the communication process between the 板 and management.
- Review and, as necessary, authorize a committee or an individual director to engage separate independent counsel and/or advisors at the expense of the 公司 in appropriate circumstances.
- Make recommendation to the 板 regarding changes or revisions to the 板’公司治理准则；
- Evaluate and make recommendations to the 板 concerning the appointment of directors to the committees and the selection of 板 committee chairs;
- Annually evaluate and report to the 板 on the performance and effectiveness of the 板 and its committees;
- Annually, in consultation with the Chairman of the 板 and the Chief Executive Officer, present to the 板 a list of individuals recommended for election to the 板 at the annual meeting of shareholders.
- Review, monitor and make recommendations regarding new director orientation and the ongoing development of existing 板 members.
|4.1||The 委员会 shall report to the 板 of Directors at its next meeting of deliberations and actions it has taken since the previous report.|
|4.2||The minutes of all meetings of the 委员会 will be made available for review by any member of the 板 or request to the Chairman of the 委员会.|