1.1 The Committee shall comprise at least two members who shall be appointed by the Board on the recommendation of the nomination committee in consultation with the chairman of the Committee.
1.2. All members of the committee will be independent Non-Executive Directors at least one of whom shall have recent and relevant technology experience. The Chairman of the Board shall not be a member of the Committee.
1.3. The Board shall appoint the Committee members, the Committee Chairman and any deputy. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.
1.4. Only Committee members have the right to attend Committee meetings. However, the KX Chief Product and Engineering Officer, the KX Chief Technology Officer, KX Chief Executive Officer and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary although they will not be present at meetings when the Committee chooses to meet without executives.
1.5. The Company Secretary or his/her nominee shall act as Secretary of the Committee.
2.1. The quorum for Committee meetings shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities and duties vested in or exercisable by the Committee.
2.2. The Committee meets at least once a quarter, or more frequently if required and at other times when the Chairman of the Committee requires. Also, a Committee member or the Company Secretary may call additional meetings as necessary.
2.3. The Committee Chairman will be available and maintain a dialogue with the key individuals involved in the Company’s product and technology, including the chairman of the Board, the KX Chief Executive, the KX Chief Product and Engineering Officer, and the KX Chief Technology Officer to discuss any matters of concern in relation to the Company’s product and technology, should this be considered necessary by those individuals.
3.1. The minutes of meetings of the Committee shall be circulated to all members of the Committee and to nominated recipients as soon as practicable after the meeting.
4.1 Review, evaluate and make recommendations to the Board regarding the Company’s major product and technology plans, strategies, and intellectual property, including its research and development activities, the technical and market risks associated with product development and investment, and the protection of the company’s intellectual property.
4.2. Review, evaluate and make recommendations regarding talent and skills of the Company’s workforce supporting its product, technology, and research and development activities needed to be successful now and in the future.
4.3. Monitor the performance of the Company’s technology development in support of its overall business strategy.
4.4. Monitor and evaluate existing and future trends in technology that may affect the Company’s strategic plans, including monitoring of overall industry trends.
4.5. Assess the Company’s risk mitigation policies and procedures relating to products based on new technology or significant innovations to existing technology.
4.6 Provide feedback and serve as a board proxy to question and stress-test product and technology plans, investment proposals, and product positioning for the purpose of helping the teams optimize and sharpen plans, roadmaps, and investment cases.
4.7. Perform any other activities consistent with this charter as the Committee or the Board may deem necessary or appropriate.
5.1. After each meeting, the Committee Chairman shall report formally to the Board on its proceedings and how it has discharged its responsibilities.
5.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
5.3. A report to the shareholders on the activities of the Committee in discharging its responsibilities shall be included, as a separate section, in the Annual Report.
5.4. The Committee Chairman shall be available to attend the annual general meeting to answer shareholder questions on the Committee’s activities if required.
6.1 The Committee has authority to:
6.1.1. oversee any review of activities which are within its terms of reference;
6.1.2. require provision of any necessary information to fulfil the above;
6.1.3. obtain, outside experts or advisors, at the Group’s expense, which might be necessary to enable it to fulfil its duties;
6.1.4. call any employee, to attend a meeting of the Committee as and when required; and
6.1.5. delegate any of its powers to one or more of its members, if it deems this appropriate.
The terms of reference and the effectiveness of the Committee shall be reviewed annually and the necessary recommendations made to the Board for its approval.