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Nomination Committee
Terms of Reference for Nomination Committee
1. Objectives
The principal
objective of the Nomination Committee is to assist the Board
of Directors in their responsibilities in nominating new
nominees to the Board of Directors. The Nomination Committee
shall also assess the performance of the Directors of the
Company on an on-going basis.
2. 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. The term of
office of the Nomination Committee shall be for a period of
two (2) years and may be re-nominated and appointed by the
Board of Directors from time to time.
3. Chairman
The Chairman of
the Nomination Committee shall be elected from amongst the
Nomination Committee members. The Chairman of the Committee
shall be approved by the Board of Directors.
4. Secretary
The Secretary of
the Nomination Committee shall be the Company Secretary of
the Company and as a reporting procedure, the Minutes shall
be circulated to all members of the Board.
5. 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
may call for additional meetings at any time at the
Chairman’s discretion.
The Secretary shall on the requisition of the members of the
Nomination Committee summon a meeting of the Nomination
Committee except in the case of an emergency, reasonable
notice of every Nomination Committee meeting shall be given
in writing.
In the absence of the Chairman, the members can elect from
amongst themselves the Chairman for the Meeting.
6. Quorum
A quorum shall
consist of two (2) members.
7. Minutes
The Minutes of
meetings of the Committee shall be circulated to all members
of the Board.
8. Circular Resolutions
A resolution in
writing signed or approved by letter, telegram, telex or
telefax or other electronic/ digital means (including but
not limited to electronic mail) by all the Nomination
Committee Members and who are sufficient to form a quorum,
shall be as valid and effectual as if it had been passed at
a Meeting of the Nomination Committee duly called and
constituted. All such resolutions shall be described as
“Nomination Committee Members’ Resolutions in Writing” and
shall be forwarded or otherwise delivered to the Secretary
without delay, and shall be recorded by him in the Company’s
Minutes Book. Any such resolution may consist of several
documents in like form, each signed by one (1) or more
Nomination Committee Members.
9. 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.
10. 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:-
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annually
review the required mix of skills and experience and
other qualities, including core competencies which
non-executive and executive Directors should have.
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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.
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be entitled to the services of a Company Secretary
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
Main Market of Bursa Malaysia Securities Berhad or other
regulatory requirements.
11. Duties and Responsibilities
The duties and
responsibilities of the Nomination Committee are as
follows:-
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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 would consider the candidates’:-
- skills, knowledge, expertise and experience;
- professionalism;
- gender;
- diversity;
- integrity; and
- in the case of the candidates for the position of
independent non-executive Directors, the Nomination
Committee
would also evaluate the candidates’
independence, ability to discharge such
responsibilities/functions as
expected from independent
non-executive Directors;
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To consider,
in making its recommendations, candidates for
directorships proposed by the Managing Director and,
within the bounds of practicability, by any other senior
executive or any Director or Shareholder.
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To recommend
to the Board of Directors the nominees to fill the seats
on the committees of the Board.
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To assess
the effectiveness of the Board of Directors as a whole
and each individual Director/committee of the Board,
including the Managing Director. All assessments and
evaluations carried out by the Nomination Committee in
the discharge of all its functions would be properly
documented.
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To formulate
and review the succession plans for the Company’s key
management personnel.
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To review
training programmes for the Board of Directors and to
facilitate Board induction and training programmes,
including induction training for new Board members.
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To act in
line with the directions of the Board of Directors.
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To consider
and examine such other matters as the Nomination
Committee considers appropriate.
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To assist
the Board of Directors to review the time commitment
committed by the Directors in the Board and/ or Board
Committee in relation to the attendance of Board and/ or
Board Committee.
12. Review of the Committee
The Committee
shall review the terms of office and performance of the
Audit Committee and its members annually to determine
whether the Audit Committee and members have carried out
their duties in accordance with the Terms of Reference.
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