|The purpose of the Nomination Committee (“NC”) is to establish a structured oversight process for recruiting, retaining, training and developing individuals qualified to become members of the Board to ensure the best composition of the Board, taking into account the current and future needs of the Company, boardroom diversity and other soft attributes required as Company Directors.|
|3.||COMPOSITION AND MEMBERSHIP|
|The Chairman shall be elected by the Committee from amongst their members, who is an Independent Director.
The Chairman’s role is to:
If the Chairman is not present at a meeting within fifteen (15) minutes after the time appointed for holding the meeting, the members of the Committee may elect one (1) of their numbers to be the chairman of the meeting.
|The Company Secretary or her nominee shall act as the Secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it to the Committee prior to each meeting.
The Secretary or her nominee shall be in attendance at each Committee meeting and record the proceedings of the meeting thereat and minute the resolutions.
The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Committee Members. The Committee Members may inspect the minutes of the Committee at the Registered Office of the Company.
|7.||RESOLUTIONS IN WRITING|
|In the event the NC require matters to be approved by way of a written resolution, a resolution in writing signed or approved by letter or telefax or other electronic means by a majority of members of the NC, shall be as valid and effectual as if it had been passed at a meeting of the NC duly called and constituted.
Any such resolution may be executed in any number of counterparts, each signed by one or more members of the NC all of which taken together and when delivered to the Secretary shall constitute one and the same resolution.
|8.||DUTIES AND FUNCTIONS|
|The main functions and duties of the NC shall include, but are not limited to the following:-
Re-election, Re-appointment and Resignation/ Termination
Specific Nominations and Succession Planning
In terms of Key Senior Management, the NC may request from time to time detailed views (either in the form of a report or otherwise) and work together with the MD/ CEO and/or Key Senior Management of the Company to:-
The Board should work with the NC to evaluate potential successors, taking into account the challenges and opportunities facing by the Company, and the skills and expertise, including diversity, needed on the Board in the future.
Annual Performance Assessment of Board, Committees and Individual Directors
This process should be coordinated by the Committee, with the assistance of the Secretary, and thus, reporting to the Board of Directors at the end of each financial year with an assessment of the Board’s performance and areas in which the Board, Board Committees or individual Director could improve.
Size of Board of Directors and Independent Directors
In developing its procedures and making recommendations to the Board, the Committee will take into account of:-
Continuous Education / Development
The Chairman of the Committee should attend the Shareholders’ Meeting to answer any shareholder’s questions on the Committee’s activities, in particular on areas pertaining to proposed resolutions for shareholders to consider on the appointment of re-appointment of directors or the retention of an independent director who has served the Company for more than a cumulative term of nine (9) years.
The Chairman of the NC shall report to the Board on its proceedings after each meeting of the NC. The NC shall make recommendations to the Board as appropriate on any area within its responsibility or as delegated by the Board, where action or improvement is needed. The NC shall produce a report to be included in the Company’s annual report about its activities and the process used to identify and make appointments.
|9.||RIGHTS AND AUTHORITY|
|The NC shall:-
|10.||REVISION AND/OR UPDATE|
|The NC should recommend any change to the terms of reference in such manner as the NC 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 of Bursa Securities or any other regulatory requirement that may have an effect on the Committee’s responsibilities.
It shall also be reviewed and updated when there are changes to the direction or strategies of the Group that may affect the NC’s role.
Last Reviewed: 12 April 2019