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| Term of Reference of the Nominating Committee |
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| 1.0 Objectives |
| The objective of the Nomination Committee (“the Committee”) is to identify and recommend to the Board of Directors (“the Board”) the suitable nominees for appointment to the Board and Board Committees. |
| In addition, the Committee must review the term of office and performance of all the Board Committees, particularly the Audit and Risk Management Committee ("ARMC") and each of its members annually to determine whether such ARMC and members have carried out their duties in accordance with their Terms of Reference. |
| 2.0 Composition |
| The Committee shall be appointed by the Board, composed exclusively of Non-Executive Directors, a majority of whom are independent. |
| The Committee shall comprise no fewer than 3 Board members. |
| The members of the Committee shall elect a Chairman from among their numbers. |
| In the event that a member of the Committee vacates office resulting in the total number to reduce to below 3, the Board shall, within 3 months of that event appoint a new member to make up the minimum number of 3 members immediately. |
| 3.1 |
The ultimate decision on the appointment of directors to the Board is the responsibility of the Board of Directors after due consideration of the recommendations of the Committee. |
| 3.2 |
The Board embraces diversity amongst its members and has ensured a good representation of the relevant skills and experience for the discharge of its duties. Its policy towards boardroom diversity is above all, to be non-discriminatory with regards to gender, race or religion, and only considering relevant qualifications, ability and commitment when proposing candidates for shareholders’ approval. |
| 3.3 |
The Board desires that each of its directors, Chief Executive Officer and Chief Financial Officer/Financial Controller be of appropriate character, experience, integrity and competence so as to carry out their duties in the best interest of the Company. In addition, each of the non-executive directors must be able to devote time to discharge their responsibilities in their respective roles and Board Committees. |
| 3.4 |
The Committee shall review the term of office and performance of all the Board Committees, particularly the Audit Committee and each of its members and recommending to the Board the appointment of members based on a set of quantitative and qualitative performance criteria established by the Board annually. |
| 3.5 |
The Committee shall take into cognisance in its deliberations the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad and the principles of the Malaysia Code on Corporate Governance 2012, and any other pertinent regulations and laws, as well as revisions which may come into force thereafter. |
| 4.0 Meetings |
| The Committee shall meet at least once a year and such additional meetings as may be required for the Committee to fulfil its duties. In addition, the Chairman may call a meeting if a request is made by the Committee member. The agenda for each meeting including supporting information shall be circulated at least seven (7) days before each meeting to the Committee members and all those who are required to attend the meeting |
| At all meetings of the Committee, the Chairman of the Committee shall preside. The Company Secretary shall be the Secretary of the Committee. |
| A quorum shall consist of a majority of the members of the Committee. No business shall be transacted at any meeting unless a quorum is present. |
| The Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. The minutes of the Committee meeting shall be available to all Board members. |
| 5.0 Authority |
| The Committee is authorised to be supplied in a timely manner with information in a form and of a quality appropriate to enable it to carry out its duties effectively. |
| The Committee may also obtain direct access to the advice and the services of the Company Secretary who is responsible for ensuring that the Board’s procedures are followed. |
| 6.0 Duties and responsibilities |
| The duties and responsibilities of the Committee are as follows: |
| 6.1 |
Assess and recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board, taking into consideration candidates’
• skills, knowledge, expertise and experience;
• professionalism;
• integrity; and
• in the case of candidates for independent directors, ability to discharge the responsibilities and functions expected of Independent Non-Executive Directors.
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| 6.2 |
Seek, evaluate and recommend candidates for directorship as and when required. The Committee should seek recommendations and referrals from shareholders, directors, senior management and external sources where practicable in identifying appropriate candidates. The Committee may also obtain and rely upon independent sources such as directors’ registry, open advertisement or use of independent search firms in furtherance of their duties at the Company’s expense, subject to approval of the Board. Evaluation of candidates include the review of resumes, reference checks and interviews based on criteria established in para 2.20A of the Listing Requirements. The Committee will then recommend chosen candidates to the Board for consideration. |
| 6.3 |
Assess the effectiveness of the Board, the Board Committees, the contribution of each Director and the Company Secretaries on an annual basis. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented. |
| 6.4 |
Review regularly the board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary; |
| 6.5 |
Consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer or any other senior executive or any Director or Shareholder; |
| 6.6 |
Recommend to the Board, Directors to fill the seats on Board Committees; |
| 6.7 |
Assist the Board in its annual review of its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board; and |
| 6.8 |
Recommend to the Board for continuation (or not) in service of Executive Director(s) and Directors who are due for retirement by rotation. |
| 6.9 |
Assess the independence of the Independent Directors annually, and when any new interest or relationship develops and confirm the conduct of this assessment in the annual report of the Company and in any notice convening a general meeting seeking approval for the appointment and re-appointment of Independent Directors. |
| 6.10 |
Review the fulfilment of directors’ training, and disclose details in the annual report as appropriate |
| 6.11 |
Undertake any other duties as may be assigned by the Board of Directors from time to time. |
| 7.0 Others |
| This Terms of Reference will be made available on the Company’s website. |
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