The Nomination 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 members of the Committee shall elect a Chairman from among their members.
The 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 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 by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
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
|(a)||The Committee is authorised to seek any information it requires from management of the Company in order to perform its duties.|
|(b)||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.|
|(c)||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:-
|(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 recommend the retention of its independent Non-Executive Directors whose terms have exceeded nine (9) years’ tenure for continuance in the office;|
|(d)||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 efficiently;|
|(e)||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;|
|(f)||To recommend to the Board whether Directors who are retiring by rotation should be put forward for re-election/reappointment at annual general meetings;|
|(g)||To review the Board’s succession plans;|
|(h)||To review and recommend training to new Directors as well as continuous training for all Directors during the year;|
|(i)||To consider other matters as referred to the Committee by the Board; and|
|(j)||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.|
A resolution in writing signed by a majority of the Committee for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
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.