The Nominating Committee (the “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. The Chairman of the Board should not be a member of the Committee.
The members of the Committee shall elect a Chairman from among their members.
The quorum of the meeting shall be a majority of members present.
The Secretary shall on the requisition of the members of the Committee, summon a meeting of the Committee and except in the case of an emergency, reasonable notice of every Committee meeting shall be given in writing.
Other Board members and/or employees may attend the Committee meeting upon invitation of the Committee.
The Committee may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment. Such participation in a meeting shall constitute presence in person at such meeting.
The ultimate decision to appoint shall be the responsibility of the full board after considering the recommendation of the Committee
|(a)||The Committee is authorised to seek any information it requires from management of the Company in order to perform its duties.|
The Committee is authorised to call for any appropriate person or person to be in attendance to make presentations or furnish or provide independent advice on any matters within the scope of responsibilities.
The Committee is authorised by the Board to obtain, at the Company’s expense, external legal or other professional advice on any matters within its terms of reference.
|6.||DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Committee shall be: –
To define a fit and proper policy for the appointment and re-election of members of the Board and the directors in the subsidiaries of the Company,
To evaluate and recommend to the Board any new board appointments based on the recommendations from existing directors, management or major shareholders, and the independent sources to identify suitably qualified candidates.
In making a recommendation to the Board on the candidate for directorship, the Committee shall have regard to:-
Size, composition, gender and the directors’ fit and proper policy, of the that the recommended candidate can contribute to the existing Board and Group;
|(ii)||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|
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.
|(c)||To recommend to the Board, Directors to fill the seats on Board Committees;|
|(d)||To ensure the board composition is refreshed periodically;|
To disclose the reason for the selection of candidates based on recommendations made by existing directors, the management or major shareholders, when other independent sources were not used;
To recommend the retention of its independent Non-Executive Directors whose terms have exceeded nine (9) years’ tenure for continuance in the office with justification and seek shareholder’s approval through a two-tier voting process;
To review annually and recommend to the Board with regard to the directors’ fit and proper policy, structure, size, balance and composition of the Board and Committees directors should bring to the Board to function effectively and efficiently;
|(h)||To review and evaluate on an annual basis, the tenure of each Director including the Chairman of the Board, the effectiveness of the Board as a whole focusing on historical as well as forward looking considerations, the Board Committees and each Director’s ability to contribute to the effectiveness of the Board and the relevant Board Committees;|
|(i)||To disclose the application of the directors’ fit and proper policy and how the board, board committees and individual directors performance assessments were carried out during the financial year, its outcome, actions taken, and how it has or will influence board composition in the Nominating Committee Statement in the Annual Report;|
|(j)||To recommend to the Board whether Directors who are retiring by rotation should be put forward for re-election/reappointment at annual general meetings;|
|(k)||To ensure annual re-election of a director should be contingent on satisfactory evaluation of the director’s performance and contribution to the board based on the fit and proper policy;|
|(l)||To review the Board’s succession plans;|
|(m)||To review and recommend training to new Directors as well as continuous training for all Directors during the year;|
|(n)||To consider other matters as referred to the Committee by the Board; and|
To review the terms of office and performance of an audit committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.
Any such resolution may consist of several documents in like form each signed by two (2) or more Committee. Any such document may be accepted as sufficiently signed by a Committee if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a Committee.
|8.||REVIEW OF THE TERMS OF REFERENCE
The Committee shall recommend any changes to its terms of reference in such manner as the Committee deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated where necessary i.e. when there are changes to the Malaysian Code of Corporate Governance, Listing Requirements or any other regulatory requirements. It should also be reviewed and updated when there are changes to the direction or strategies of the Group that may affect the Committee’s role.