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Terms of Reference Home > Investor Relation > Term of Reference > Nominating Committee
 
 
A Membership
  1. The Committee shall have at least two (2) members comprising exclusively of non-executive directors of the Company, a majority of whom shall be independent directors.
  2. The Senior Independent Director shall be appointed by the Board to be Chairman of the Nominating Committee.
B Secretary The Company Secretary shall act as the Secretary of the Nominating Committee.
C Quorum The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Nominating Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers, discretion vested in or exercisable by the Nominating Committee.
D Meetings
  1. The Nominating Committee shall agree each year the dates on which meetings are to be held that year and may meet at such other times as the Chairman of the Nominating Committee may determine.
  2. Meetings of the Nominating Committee shall be summoned by the Secretary of the Nominating Committee at the request of any member thereof.
  3. The Chief Executive Officer shall attend meetings of the Nominating Committee as required.
E Minutes of Meeting
  1. The Secretary shall minute the proceedings and resolutions of all Nominating Committee meetings.
  2. The Minutes of the Nominating Committee meetings shall be circulated to all members of the Board after they have been approved by the Committee unless the Chairman of the Nominating Committee deems it inappropriate to do so because of the nature of any matter discussed at a particular meeting.
F Duties
The Committee shall:-
  1. Review regularly the structure, size and composition of the Board and make recommendations to the Board with regards to any changes that it believes are necessary or desirable.
  2. Assist the Board in annual review of the required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board.
  3. Prepare a description of the role and capabilities required for particular Board appointments having regard to the balance of skills, knowledge, expertise and experience of the Board.
  4. Identify and nominate for the approval of the Board suitable candidates to fill vacancies for non-executive positions on the Board as and when they arise.
  5. As part of the process for nominating candidates for appointment, obtain details of and review any interests the candidate may have which conflict or may conflict with the interests of the Company. The Nominating Committee shall consider whether despite of any such conflict, there are nevertheless grounds for recommending the candidate for appointment and for the Board to authorize the relevant conflict. The Nominating Committee shall, as part of any proposal to the Board for appointment, make recommendations as to the conditions on which any conflicts should be authorized.
  6. Review on an annual basis any Board authorization, and conditions applicable to such authorizations, in respect of interests that conflict with those of the Company. Following such review, the Nominating Committee shall make recommendations as to whether such authorizations should continue to stand and, if it is recommended that they should, the conditions that should apply.
  7. Plan for the orderly succession of new directors to the Board by reviewing on a regular basis the Company's senior management resource and the competencies within that resource relative to the Group's requirements and particular key Board and non-Board executive appointments.
  8. With the assistance of the Chief Executive and Chairman, identify suitable candidates to fill vacancies for executive positions on the Board and to nominate them for the Board's approval.
  9. Recommend to the Board the membership and chairmanship of the Audit and Remuneration Committee.
  10. Nominate suitable candidates for the role of senior independent director.
  11. Review and make recommendations to the Board on the re-appointment of non-executive directors at the conclusion of their specified terms of office having given due regard to their performance and ability to continue to contribute to the Board.
  12. Consider and make recommendations to the Board on matters relating to the continuation in office at any time of any Director including the suspension or termination of services of any executive director as an employee of the Company.
  13. Annually carry out the process to assess the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer and to ensure that all assessments and evaluations carried out by the Committee in the discharge of all its functions is properly documented.
  14. Assist the Board in annual assessment of Director's independence and in the assessment process the Nominating Committee be guided by the provisions of the Listing Requirements of Bursa Securities Malaysia Berhad which stipulates that an independent Director is one who is:
    1. Is not an executive director of the Company.
    2. Within the last 2 years has not been employed as an officer (as defined under Section 4 of the Companies Act, 1965) of the Company.
    3. Is not a major shareholder of the Company.
    4. Is not a family member of any executive director, officer or major shareholder of the Company.
    5. Is not acting as a nominee or representative of any executive director or major shareholder.
    6. vi. Within the last two years has not been a professional advisor to the Company and is not a partner, director or major shareholder of a firm or corporation which has provided professional advisory services to the Company.
    7. vii. Within the last two years has not engaged personally in transactions with the Company is not a partner, director or major shareholder of a firm or corporation which has engaged in transactions with the Company.
  15. Facilitate board induction and annual training programmes for newly appointed directors and for members of the Board respectively.
  16. Take appropriate steps to consider women candidates for Board membership to achieve the gender diversity policy set by the Board from time to time.