Terms of Reference of Nominating Committee
Nominating Committee (“NC”) was set up to assist the Board of Directors (“the Board”) to conduct annual assessment on the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual director, including independent non-executive directors as well as the chairmen and managing director.
NC shall consists of exclusively or majority of Non-Executive Directors. It shall have at least three (3) members and the quorum for NC shall be two (2) members. The appointment of a NC member terminates when the member ceases to be a director, or as determined by the Board.
The members of NC shall select a Chairperson from amongst their number who shall be an independent director. If a member of the NC resigns, dies or for any other reason ceases to be member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
Secretary of NC shall be the Company Secretary of the Company.
The Secretary is responsible for:-
sending out notices of meetings; and
preparing and keeping minutes of meetings.
Duties & Responsibilities
NC is responsible for:-
Reviewing composition of the Board and making recommendation on the appointment of new Director and Board Committees member to the Board.
Choosing suitable candidates for the Board and Board Committees by taking into consideration the recommendations from existing board members, management or shareholders and/or source from a directors’ registry and open advertisements or engage independent search firms. The Committee will provide explanation if a director is chosen solely based on recommendations from directors, management or shareholders.
Conducting annual review on the mix of skills, experience, core competencies, integrity and time commitment of the Directors, in order to determine if the Directors have effectively discharged their duties.
Reviewing on an annual basis the appropriate balance and size of the Board for determination of the number and suitability of Directors on the Board.
Recommending suitable orientation, educational and training programmes to continuously train and equip the existing and new Directors.
Assessing the effectiveness of the Board, the Board Committees and the contribution of each individual director.
Reviewing and assessing the gender diversity of the Board.
Reviewing the succession plan of the Board.
Assessing and recommending to the Board, the continuation of terms of office of Independent Directors while applying MCCG 2017.
NC shall meet at least once a year. Chairperson or member of NC may schedule for additional meetings when they are considered as necessary. The Committee may establish any procedures from time to time to govern its meetings, keeping of minutes and its administration.
NC may consult any Board members while evaluating the remuneration package. NC may request other directors and key executives to participate in RC meetings, as necessary, to carry out its responsibilities.
NC shall have access to information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Board. NC may, if it thinks fit, engage external advisers with relevant experience and expertise and shall have the discretion to decide who else other than its own members, shall attend its meetings. No Director or senior management officer shall take part in deciding his/her own remuneration.
NC meeting minutes are to be extended to the Board and the Chairperson of NC will report to the Board on the business of the Committee.