TERMS OF REFERENCE OF NOMINATION COMMITTEE
The Board of Directors shall elect the Committee members from amongst themselves, comprising exclusively of Non-Executive Directors, a majority of whom are Independent and number at least 3 in total.
The Chairman of the Committee shall be Senior Independent Non-Executive Director appointed by the Board. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
The Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Committee Members.
The Committee may meet together for the despatch of business, adjourn and otherwise regulate the meetings at least once a year or more frequent as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion. The quorum for all meetings of the Committee shall not be less than two (2) members.
The Committee may conduct its meeting to include participation thereat by any member or invitee via video or teleconferencing or any other means of audio or audio – visual communications.
All resolutions of the Committee shall be adopted by a simple majority vote, each member having one vote. In case of equality of votes, the Chairman of the meeting shall have a second or casting vote.
A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.
The Nomination Committee in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company:-
5.1 shall annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors should have;
5.2 shall assess on an annual basis, the effectiveness of the Board of Directors as a whole, the committees of the Board and for assessing the contribution of each individual director; and
5.3 shall be entitled to the services of the Company Secretary who must ensure that all appointments are properly made that all necessary information is obtained from the directors, both for the Company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) or other regulatory requirements.
The ultimate decision on the appointment of directors to the Board is the responsibility of the Board of Directors or the shareholders after due consideration of the recommendations of the Nomination Committee.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary, at the expense of the Company.
The duties and responsibilities of the Committee are as follows:-
6.1 Identify and recommend to the Board, candidates for directorships of the Company to be filled by the shareholders or the Board and to review the Board’s policies for the selection of Board members. In making its recommendations, the Committee will also consider candidates for directorships proposed by the chief executive officer and, within the bounds of practicality, by any other senior executive or any director or shareholder. In making its recommendations, the Committee shall assess and consider the candidates’:-
• skills, knowledge, expertise and experience;
• time commitment to effectively discharge his/her role as a director;
• contribution and performance;
• character, integrity and competence;
• boardroom diversity including gender diversity;
• any business interest that may result in a conflict of interest; and
• in the case of candidates for the position of independent non-executive directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/function as are expected from independent non-executive directors.
6.2 Develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors. The nomination and the election process should be disclosed in the Annual Report.
6.3 Recommend to the Board, directors to fill the seats on Board Committees.
6.4 Facilitate Board induction programme for newly appointed Directors.
6.5 Ensure an appropriate framework and plan for Board succession for the Group.
6.6 Review annually the required mix of skills and experience of the Board, including the core competencies which directors should bring to the Board.
6.7 Evaluate the effectiveness of the Board and Board Committees (including its size and composition) and the contribution of each individual director including his time commitment, character, experience and integrity. All assessments and evaluations carried out by the Committee in the discharge of all its functions shall be properly documented.
6.8 Assess annually the effectiveness and performance of the Executive Directors.
6.9 Assess annually the independence of its independent directors. This activity shall be disclosed in the Annual Report of the Company and in any notice of a general meeting for the appointment and re-appointment of independent directors.
6.10 To review the term of office and performance of the Audit and Risk Management Committee and each of its members annually to determine whether the Audit and Risk Management Committee and members have carried out their duties in accordance with terms of reference
6.11 Review the character, experience, integrity, competence and time to effectively discharge the roles of chief executive and chief financial officer.
6.12 Recommend to Board the Company’s gender diversity policies, targets and discuss measures taken to meet those targets.
6.13 Recommend to Board protocol for accepting new directorships.
6.14 Determine appropriate training for Directors, review the fulfillment of such training, and disclose details in the annual report as appropriate, in accordance with Bursa Securities’ guidelines on Continuing Education.
6.15 Consider and recommend the Directors for re-election/re-appointment at each Annual General Meeting.
6.16 Review proposals for the appointment of the chief executive of the Company and make recommendations to the respective Board for approval.
6.17 Require that the appointment of all key senior management personnel of the Group who will be reporting directly to the chief executive of the Company be notified to the Committee before such appointment(s) take place.
6.18 Review the succession management plans of the Group to ensure smooth transitions. Requesting management to prepare “succession planning” for the Board, especially for candidates to be appointed as chief executive and senior management of the Company for the Board’s review, and informing the Board of issues in relation to strategy and commercial changes which would influence the Group’s activities.
6.19 Consider and examine such other matters as the Committee considers appropriate.
6.20 Consider other matters as referred to the Committee by the Board.
The Board follows formal and transparent procedures when appointing directors as follows:-
a) The Committee will seek professional advice inside and outside the group as and when it considers necessary or external consultants to identify a short-list of suitable candidates and a list of nominations for candidates proposed by the Managing Director/Chief Executive Officer, and within the bounds of practicability, by any other senior executive, director or shareholder for considerations;
b) All the candidates are interviewed by at least two members of the Committee and evaluations of all the candidates were circulated to all the members of the Nomination Committee;
c) The Committee will then have to make a unanimous decision in recommending the appointment to the Board;
d) The Board will then decide on the best candidates by ballot or unanimous decision and a Board resolution pass to appoint the candidate; and
e) The written consent of the nominees to act if elected shall be secured.