Terms of Reference of the Nomination Committee

Objectives

The principle objective of the Nomination Committee is to assist the Board of Directors in their responsibilities in assessing, nominating and selecting new nominees to the Board of Directors. The Nomination Committee shall also assess effectiveness and the contribution of the Board as a whole and each individual Director and the Board Committee of the Company on an on-going basis.

Composition of members

The Board of Directors shall elect the Nomination Committee members from amongst themselves, composed exclusively of Non-Executive Directors, a majority of whom are independent.

Chairman

The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members. The Chairman of the Nomination Committee shall be an Independent Director.

Secretary(ies)

The Secretary(ies) of the Nomination Committee shall be the Company Secretary(ies) of the Company.

Meetings

The Nomination Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman or any member of the Nomination Committee may call for additional meetings at any time at the Chairman’s discretion.

Notice of Nomination Committee meetings shall be given to all the Nomination Committee members unless the Nomination Committee waives such requirement.

Questions arising at any meeting of the Nomination Committee shall be decided on a majority of votes of the members present, and in the case of equality of votes, the Chairman of the Meeting shall have a second or casting vote.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

Minutes

Minutes of each Meeting shall be kept at the registered office and distributed to each member of the Nomination Committee and also to the other members of the Board. The Nomination Committee Chairman shall report on the proceedings of each Meeting to the Board.

The Minutes of the Nomination Committee Meeting shall be signed by the Chairman of the Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

Quorum

A quorum for a meeting of the Nomination Committee shall consist of two (2) members.

Circular Resolutions

A resolution in writing signed by a majority of the Nomination Committee members for the time being shall be as valid and effectual as if it had been passed at a meeting of the Nomination Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Nomination Committee members.

Any such resolution may consist of several documents in like form each signed by one (1) or more Nomination Committee members. Any such document may be accepted as sufficiently signed by a Nomination Committee member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a Nomination Committee member.

Reporting

The Nomination Committee shall report to the Board of Directors, either formally in writing, or verbally, as it considers appropriate on the matters within its terms of reference at least once a year, but more frequently if it so wishes.

The Nomination Committee shall report to the Board of Directors on any specific matters referred to it by the Board.

Authority

The Nomination Committee shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company:-

  1. Annually review the required mix of skills and experience and other qualities, including core competencies which Non-Executive and Executive Directors should have.
  2. Assess on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Director.
  3. Review the term of office and performance of the Audit Committee and each of its members annually to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.
  4. Assess on an annual basis, appointment and re-appointment of Independent Directors as provided in Bursa Malaysia Securities Berhad’s Main Market Listing Requirements. The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. After a cumulative term of nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director. However, if the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification and seek shareholders’ approval annually. If the Board continues to retain the Independent Director after year twelfth (12th), the Board should provide justification and seek shareholders’ approval annually through a two-tier voting process.
  5. Be entitled to the services of the Company Secretary(ies) who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Listing Requirements of the Bursa Malaysia Securities Berhad or other regulatory requirements.

Notwithstanding anything stated above, the Nomination Committee does not have executive powers and shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.

Duties and Responsibilities

The duties and responsibilities of the Nomination Committee are as follows:-

  1. To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or the Board of Directors. In making its recommendations, the Nomination Committee to consider the candidates’-
    1. skills, knowledge, expertise and experience;
    2. professionalism;
    3. integrity;
    4. competencies, commitment, contribution and performance; and
    5. in the case of candidates for the position of Independent Non-Executive Directors, the Nomination Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors;
  2. To recommend candidates for appointments to the Board of Directors, Board Committees, consultative panels, regulatory committees and Key Senior Management positions.
  3. To consider, in making its recommendations, candidates for directorships proposed by the Directors and, within the bounds of practicability, by any other Senior Executive or any Director or Shareholder and to take steps to ensure that gender, ethnicity and age group diversity is considered as part of its recruitment exercise.
  4. To recommend to the Board the optimum size of the Board, and formalising a transparent procedure for proposing new nominees to the Board and Board Committees.
  5. To recommend to the Board of Directors the nominees to fill the seats on Board Committees.
  6. To assist the Board in reviewing on an annual basis the required mix of skills and experience and other qualities, including core competencies of Non-Executive Directors.
  7. To assess the effectiveness of the Board of Directors and Board Committees as a whole and each individual Directors including Executive Directors (if any).
  8. To develop, maintain and review the performance criteria to be used in the recruitment process and evaluate the performance of each member of the Board of Directors and Board Committees.
  9. To develop the criteria to assess independence and to assess on an annual basis, the independence of the Independent Non-Executive Directors and recommend the same to the Board.
  10. To recommend the retention of its Independent Non-Executive Directors whose terms have exceeded nine (9) or twelfth (12) years’ tenure for continuance in the office.
  11. To establish time commitment expectations for the members of the Board.
  12. To establish a policy formalising its approach to boardroom diversity.
  13. To review training programmes for the Board and facilitate board induction and training programmes.
  14. To act in line with the directions of the Board of Directors.
  15. To consider and examine such other matters as the Nomination Committee considers appropriate or as directed by the Board.