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::.Nomination Committee - Terms of Reference

1.

COMPOSITION

The Nomination Committee shall be appointed by the Board from among their members and shall be composed exclusively of Non-Executive Directors of not fewer than three members, a majority of whom are independent.

 

2.

CHAIRMAN

The members of the Committee shall elect a Chairman from among their members.

 
3. MEETINGS
 

The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Nomination Committee Chairmanís discretion.

The quorum of the meeting shall be a majority of members present.

 
4. OBJECTIVE
 

The Nomination Committee is entrusted with the task of proposing new nominees for the Board and for assessing the existing Directors on an-going basis.

The ultimate decision to appoint shall be the responsibility of the full board after considering the recommendation of the Committee.

 

5.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee shall be:-

(a)

To consider, evaluate and recommend to the Board any new board appointments. In making a  recommendation to the Board on the candidate for directorship, the Committee shall have regard to:

 

(i)

Size,  composition, mix  of skills, experience,  competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board and Group;

(ii)

The candidate’s skills, knowledge, expertise and experience, professionalism, integrity and, in the case of a candidate for the position of Independent Non-Executive Director, the independence criteria as set out in paragraph 1.01 of the Main Market Listing Requirements as well as the necessary skill and experience to bring an independent and objective judgment on issues considered by the Board and the ability to discharge such responsibilities as expected from Independent Non-Executive Directors; and

(iii)

The appropriate number of Independent Directors to fairly reflect the interests of the minority shareholders and that Independent Directors should make up at least one-third of the membership of the Board.

(b)

To  recommend to  the  Board,  Directors to  fill  the  seats  on  Board Committees;

(c)

To review annually and recommend to the Board with regard to the structure, size, balance and composition of the Board and Committees including the required mix of skills and experience, core competencies which non-executive directors should bring to the Board and other qualities to function effectively and efficientl;

(d)

To evaluate on an annual basis, the effectiveness of the Board as a whole, the Board Committees and each Director's ability to contribute to the effectiveness of the Board and the relevant Board Committees;

(e)

To recommend to the Board whether Directors who are retiring by rotation should be put forward for re-election/re-appointment at annual general meetings;

(f)

To review the Board’s succession plans;

(g)

To review and recommend training to new Directors as well as continuous training for all Directors during the year; and

(h)

To consider other matters as referred to the Committee by the Board.

 
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