Objectives
The principal objective of the Nomination Committee (“NC”) is to assist the Board of Directors (“Board”) in assessing and nominating members to the Board. The decision as to who shall be nominated shall be the responsibility of the full Board.
The role of the NC is to ensure that the Board comprises Directors with an appropriate mix of skills, knowledge, experience, independence, competencies, and diversity (including diversity in age, cultural background and gender) with a proper balance of Executive Directors and Independent Directors as well as to ensure there is succession plans for Directors.
Composition of members
The NC shall be appointed by the Board from amongst its Directors and shall consist of not less than 3 members, comprise exclusively of Independent Non-Executive Directors.
The chairman of the Board shall not be appointed as a member of the NC.
The Board shall, within three (3) months of a vacancy occurring in the NC which results in the number of members reduced to below three (3), appoint such number of new members may be required to make up the minimum number of three (3) members.
All members of the NC, including the chairman, shall hold office only for so long as they serve as Director of the Company. Members of the NC may relinquish their membership in the NC with prior written notice to the Secretary.
Chairman
The members of the NC shall elect a chairman from among their number who shall be an Independent Non-Executive Director.
In the absence of the Chairman, the members of the NC present shall amongst themselves elect an Independent Non-Executive Director to chair the meeting.
Secretaries
The Company Secretary shall be the secretary of the NC and shall maintain minutes of the proceedings of the meetings of the NC and circulate such minutes to all members of the Board.
Meetings
The NC 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 his discretion.
The Secretary shall, on the requisition of the members of the NC, summon a meeting of the NC. Except in the case of an emergency, reasonable notice of every NC meeting shall be given in writing.
Other directors and employees may attend any particular NC meeting only at the NC’s invitation, specific to the relevant meeting.
The members of the NC may participate in a meeting by means of conference telephone, conference videophone or any other audio visual or other communications equipment by means of which allows all persons participating in the meeting to hear and speak with each other. Such participation in a meeting shall constitute presence in person at such meeting.
A resolution in writing, signed by majority of the members of the NC, shall be as effectual as if it has been passed at a meeting of the NC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.
Quorum
The quorum for a meeting of the NC shall be 2 members, present in person.
Minutes
Minutes of each meeting shall be kept at the registered office and distributed to each member of the NC and also to the other members of the Board. The minutes of the NC meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
Duties and Responsibilities
The duties and responsibilities of the NC are as follows:
Appointments
To consider and recommend to the Board, candidates for any directorships proposed by the Management, shareholders, the Board or other sources such as independent recruitment firms, taking into consideration the following criteria:
required skill, knowledge, expertise, experience and competence;
time commitment, character, professionalism and integrity;
diversity in age, gender, culture, experience and independence;
number of directorships in companies (including non-listed
companies) outside the Company and its subsidiaries (“Group”);
specialist knowledge or technical skill;
criteria set out in the Directors’ Fit and Proper Policy; and
any business interest or relationship that may result in a conflict of interest that could affect the execution of the role.
To consider and recommend to the Board, Directors or officers of the Company to fill the seats on Board committees.
Re-election/Re-appointment
Ensure that every Director is subject to retirement at least once in every 3 years. A retiring Director shall be eligible for re-election.
Recommend to the Board, candidates for re-election of Directors, to be approved by shareholders, pursuant to the Company’s Constitution. The re-election of the Directors shall take into consideration the criteria set out in the Directors’ Fit and Proper Policy and shall be contingent upon the satisfactory evaluation of their performance and contribution to the Board.
Annual Performance Assessment
To review annually the structure, size and composition of the Board, including the skill, knowledge, experience, and diversity of each Director and core competencies which Non-Executive Directors should bring to the Board and to ensure the composition of the Board is refreshed periodically.
To assess annually, the effectiveness of the Board as a whole and each Director individually, the Chairman of the Board, as well as the effectiveness of the various committees of the Board and to review the results of the performance evaluation thereafter.
To review annually, competency and performance of the Audit Committee and each of its members to determine whether such Audit Committee and its members have carried out their duties in accordance with their terms of reference.
To conduct assessment annually on the independence of each of the Independent Directors to ensure he/she is continually fit and maintain independence in order to provide appropriate scrutiny and impartial judgment.
To develop, maintain and review the criteria for evaluating the performance of the Board and Board committees and each individual Director including the performance in addressing the Group’s material sustainability risks and opportunities.
Others
To establish and review periodically framework of policies formalising the Group’s approach and commitment towards an effective Board.
To keep up-to-date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates.
To prepare a NC Report at the end of the financial year for inclusion in the Annual Report pursuant to Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
To act in line with the directions of the Board.
To recommend a continuous education program for Board members to enhance their effectiveness.
Reporting Responsibilities
The NC shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed.
The NC shall report to the Board on its activities, based on these Terms of Reference.
Review of the Terms of Reference
The NC shall recommend any changes to its 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 as and when necessary.
This Terms of Reference was last reviewed and approved by the Board on 30 November 2023.