Terms of Reference of Nomination Committee

Members

  • The Nomination Committee shall comprise at least three (3) Non-Executive Directors (but not their alternate), the majority of whom are independent, including the Chairman
  • The membership and performance shall be reviewed at least once every three (3) years

Chairman

  • The members of the Nomination Committee shall elect a Chairman from amongst themselves who shall be an Independent Non-Executive Director

Meetings

  • The Nomination Committee shall meet at least once a year. Additional meetings may be called at any time at the Nomination Committee Chairman’s discretion or if requested by any Nomination Committee member
  • The quorum for each meeting shall be two (2) members
  • The Company Secretary shall be the Secretary to the Nomination Committee
  • Minutes of each meeting will be circulated to each member of the Nomination Committee and the Nomination Committee Chairman shall report on each meeting to the Board

Authority

  • The Nomination Committee shall have access to such information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Board and at the cost of the Group
  • The Nomination Committee may request other Directors, members of Management, counsels, consultants as applicable, to participate in Committee meetings, as necessary, to carry out the Committee's responsibilities

Duties and Responsibilities

  • To determine the criteria for Board membership, including qualities, experience, skills, education and other factors that will best qualify a nominee to serve on the Board
  • To assess and recommend to the Board the nominees for appointment of any new Board Members, whether of Executive or Non-Executive position
  • To evaluate the position of Independent Non-Executive Director’s ability to discharge such responsibilities or functions as expected from Independent Non-Executive Directors
  • To oversee the overall composition of the Board in terms of appropriate size, required mix of skills, experience and core competencies, and adequacy of balance between Executive Directors, Non-Executive Directors and Independent Directors through annual review
  • To determine annually whether a Director is independent as may be defined in the guidelines in the Bursa Malaysia Main Market Listing Requirements
  • To establish the mechanisms for the formal assessment on the effectiveness of the Board as a whole; the effectiveness of each Director; and the performance of the Executive Directors. The annual assessment to be conducted would be based on objective performance criteria as approved by the Board
  • To ensure that all Directors receive appropriate continuous training programmes in order to broaden their perspectives and to keep abreast with developments in the market place and with changes in new statutory and regulatory requirements
  • To recommend to the Board the removal of an Executive Director or Deputy Chairman or Chief Executive Officer if he or she is ineffective, errant or negligent in discharging his or her responsibilities
  • To oversee the appointment, succession planning and performance evaluation of the Key Senior Management Officers
  • To recommend to the Board the removal of key Senior Management Officers if they are ineffective, errant or negligent in discharging their responsibilities

 

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