The meeting of the holders of CBFIs is responsible for appointing the members of our Nominations Committee, which shall be comprised of a minimum of five members. The Nominations Committee will be initially comprised of three independent members of the Technical Committee. The meeting of holders of CBFIs will be responsible for appointing the other two members of the Nominations Committee. At least a majority of the members of our Nominations Committee must be independent members of our Technical Committee. The Technical Committee will appoint the chairman and the secretary of the Nominations Committee. The members will serve on the Nominations Committee for one year and may be re-elected.
Our Nominations Committee shall meet at any time upon notice from the chairman or secretary of our Technical Committee or any two members of our Technical Committee. The quorum for a meeting of our Nominations Committee will be a majority of its members, and resolutions of our Nominations Committee shall be valid when adopted by the affirmative vote of at least a majority of the members present. The meeting of the holders of CBFIs may, in its discretion, accept or reject the recommendations of our Nominations Committee, and any dispute regarding the effect of the recommendations made by our Nominations Committee shall be resolved at an extraordinary meeting of the holders of CBFIs.
Our Nominations Committee is responsible for such matters as shall be determined by our Technical Committee including, among other things:
Our Nominations Committee will support its nominations of independent members to our Technical Committee by certifying, to the satisfaction of the meeting of holders of CBFIs, the independence, experience and professional recognition of the candidates, and will also assess whether any potential conflicts with our interests exists with respect to such candidates.