TERMS OF REFERENCE

Composition

The Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of no fewer than 3 members, all of whom must be non-executive directors and a majority of whom are independent.

The Chairman of the Committee shall be appointed among the members of the Committee.

Meetings

The Committee shall meet as and when is required. In order to form a quorum, at least two (2) members of the Committee must be present.

 A Resolution taking the form of one or more documents in writing signed or approved by other electronic communications by a majority of the members of the Committee, provided that they are sufficient to form a quorum at a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted; provided that the resolution is circulated to all members of the Committee. All such resolutions shall be described as “Circular Resolution of Nominating Committee” and shall be forwarded or otherwise delivered to the Secretary upon signing without delay, and shall forthwith be recorded by the Secretary in the Company’s Minutes Book. Any such resolution in writing may be contained in one (1) document or separate copies thereof (which may be prepared and circulated by electronic communications with copy sent by courier or registered post) which is signed by one (1) or more of the member of the Committee.

The Committee may invite any senior management staff or professional adviser to be in attendance.

The Company Secretary or their nominee shall be the secretary of the Committee.

Duties

The Committee shall:-        

  • before any appointment is made by the board, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.  In making its recommendation, the Committee should consider the candidate's:-
  • review and recommend to the board, candidates to fill board vacancies as and when they arise
  • give full consideration to succession planning for directors in the course of its works, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future
  • review the structure, size and composition (including skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes
    • Skills, knowledge, expertise and experience;
    • Professionalism;
    • Integrity; and
    • In the case of the candidates for the position of independent non-executive directors, the NC should also evaluate the candidate’s ability to discharge such responsibilities/ functions as expected from independent non-executive directors
  • review and recommend the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required
  • review and consider, in making recommendations, candidates for directorships proposed by Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder
  • review and recommend to the board, directors to fill the seats on board committees
  • assess the effectiveness of the board as a whole and assess the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer
  • review and recommend the re-appointment and re-election of Directors of the Company for shareholders’ approval

 

 

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