LFX Exchange Committee

TERM OF REFERENCE
Status	Section 33 of the Labuan Offshore Securities Industry Act 1998 (LOSIA), provides that the affairs of Labuan International Financial Exchange Inc (LFX or the Exchange) shall be managed by the Exchange Committee.
Membership	Classification
	Pursuant to Section 33(1) of LOSIA, the Exchange Committee shall consist of not less than 5 persons who possess relevant experience in financial, commercial or legal matters.

Primary Purpose	To manage the affairs of the Exchange in accordance with Section 33 of the LOSIA. To assist and advise the LFX Board in the management of the company in accordance with the Rules of the Exchange by making appropriate recommendations for the Board’s consideration. To undertake such responsibilities where the Board specifically delegates any of its powers to the Exchange Committee.
Responsibilities	To assist and advise the Board of Directors of LFX in its evaluation on an ongoing basis the effectiveness and efficiency of the strategies, policies and plans approved for the Exchange. To review progress reports and proposals submitted by the various committees and management of LFX. To monitor the implementation of approved strategies, policies and plans. To evaluate on an ongoing basis the effectiveness and efficiency of the Exchange’s business operations.
Authority	Upon their appointment, members of the Exchange Committee shall exercise and perform their powers and functions in accordance with and be bound by the provisions of the Rules of the Exchange and any directions issued by Labuan Offshore Financial Services Authority (LOFSA) from time to time. Except for the power to hear appeals, the Exchange Committee may delegate any of its powers or functions to : any member of the Exchange Committee; any of the other committees; any sub-committee as may be established by the Exchange Committee; the CEO; or any other officer of the Exchange; provided that such delegation shall not preclude the Exchange Committee from performing or exercising at any time any of its powers or functions so delegated. The Committee shall have access to both the internal and external auditors and to Senior Management of the Exchange, as required to perform duties. The Committee shall also have the authority to engage independent experts where they consider it necessary to carry out its duties.
Meetings and Secretaries	The Exchange Committee shall determine its own regulations and procedure in conducting an Exchange Committee meeting. However the following rules shall be observed: The quorum necessary for an Exchange Committee meeting shall be three (3) members; The Chairman of the Exchange Committee shall be the chairman of the meeting. If the Chairman is not present, the members present shall elect one of the members present to be chairman for that meeting; All matters arising at the Exchange Committee meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman for the meeting shall have a second casting vote; and A member of the Exchange Committee may participate in an Exchange Committee meeting by means of conference telephone and such participation shall be deemed to constitute such member’s presence in such Exchange Committee meeting. A Secretary of the Committee shall be appointed, who shall be responsible, in conjunction with the Committee Chairman, for the drawing up the Agenda and circulating it to all Members of the Committee in advance of the meetings. The Secretary shall be responsible for keeping the Minutes of the Meetings and circulating them to the Committee members. The Exchange Committee may invite any person to attend any meetings of the Exchange Committee, if necessary, to brief and explain to the Committee on any specific proposals or reports. If the Chief Executive Officer (CEO) is not the Chairman of the Exchange Committee, the CEO may sit and speak in any meetings of the Exchange Committee provided that the CEO shall have no right to vote at the said meetings.
Reports	A copy of the Exchange Committee meeting minutes shall be submitted to the Board of Directors of LFX for information.
Appointment Process	In accordance with Section 33 of the LOSIA the chairman and one other person shall be appointed by the Minister of Finance and the rest appointed by LOFSA. Pursuant to the Rules of the Exchange the members shall hold office for a term not exceeding three (3) years. However, upon the expiry of the three (3) year term, he shall be eligible for re-appointment.