NOMINATION COMMITTEE TERMS OF REFERENCE
The Nomination Committee shall be appointed from amongst the Board and shall comprise exclusively non-executive directors and a majority of whom are independent.
The Chairman of the Nomination Committee should be the Senior Independent Non-Executive Director. In the absence of the Nomination Committee Chairman, the remaining members present shall elect one of their number present to chair the meeting, who should be an independent director.
The Company Secretary or any authorised person shall be the secretary of the Committee (the “Secretary”). The Secretary shall provide assistance to the members of the Committee, including but not limited to assist the Nomination Committee Chairman in planning the work of the Committee, formulating meeting agendas, maintenance of committee minutes, collation and distribution of information required by the Committee and provide practical support, as and when needed.
- To ensure a formal and transparent procedure for the appointment of new directors to the Board.
- To recommend to the Board, candidates for all directorships and on board committees.
- To select, compensate, monitor and overseeing succession planning.
- The Committee is authorised to undertake such work as is necessary to make recommendations for approval by the Board and is authorised to seek any information it requires from any employee or the Company in order to perform its duties.
- The Board shall ensure the Nominating Committee discharges, among others, the following functions pursuant to the Listing Requirements and the Malaysian Code on Corporate Governance 2012, including any amendments thereto that may be made from time to time.
- The Nominating Committee is authorized to engage any professional advisor it deems necessary to carry out its duties and responsibilities, at the Company’s expenses.
Duties and Responsibilities
- To identify, assess and recommend to the Board, candidates for appointment as the Chairman, director, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). In making its recommendations, to consider the candidates’ skills, knowledge, expertise and experience, professionalism, integrity and time efficiency and in the case of candidate for the position of independent non-executive directors, to evaluate the candidates’ ability, independence and time to discharge such responsibilities/functions as expected from independent non-executive directors.The results of such evaluation should be explained to the Board.
- To develop, maintain and review the criteria to be used in the appointment and recruitment process and annual assessment of the Board as whole, the Board Committees and the individual Directors including Non-Executive Directors, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).
- To recommend the Directors to sit on respective Board committees.
- To review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.
- To conduct the annual assessment of Directors, including a review of the required mixof skill, qualification and competencies of the Board as a whole, the committees of the board including reviewing the financial literacy of the members of the Audit Committee, and for assessing the contribution and performance of each individual director, including the CEO and the CFO. All assessments and evaluations carried out must be properly documented and the results of such evaluations should be explained to the Board.
- 6 To conduct annual assessment of the independence of a director, whereby a director would be an “independent director” if director is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company;
- To make recommendation to the Board on the re-designation of an independent director who has served on the Board for a tenure exceeding a cumulative term of nine (9) years as a non-independent director, unless shareholders’ approval has been obtained by the Board to retain the said director’s designation as “independent”;
- Tofacilitate appropriate educational and training programmes for newly appointed Directors and existing Directors;
- To assess, review and recommend to the Board on Succession Planning for the Directors, CEO and working with the Board to evaluate potential succession, if necessary.
- To review itsTerms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval. The NominationCommittee shall also make recommendations to the Board concerning membership of the Nomination Committee;
- To recommend to the Board a gender diversity policy to ensure that due consideration is given to female candidates as directors and/or Board Committee members and facilitate achievement of such policies and targets.
- A statement on the activities of the Nominating Committee in the discharge of its duties for the financial year shall be provided in the Company’s annual report pursuant to the Main Market Listing Requirements.
- The Nomination Committee shall meet at least once a year to carry out the activities as stated in term of reference, or more frequently when required, and report to the Board of Directors after each meeting.
- The quorum for a meeting shall be two (2) members.
- Each Committee member shall have one (1) vote. Decisions of the Committee will be made by majority vote. In the event of an equality of votes the chairman of the Committee will have a second or casting vote.
- Any person may attend from time to time at the invitation of the member of Nomination Committee.
- The Nomination Committee has the right to pass circular resolutions in writing by a simple majority vote from the Nomination Committee.
These Terms of Reference was reviewed and approved by the Board on 30 August 2016.