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Composition

The Nomination Committee shall be appointed from amongst the Board and shall:-
(i)comprise no fewer than two (2) members; and
(ii)comprise exclusively non-executive directors and majority of whom are independent.

Chairman

The Chairman of the Nomination Committee should be the Independent Non-Executive Director. In the absence of the Nomination Committee Chairman, the remaining members present shall elect one of their number present to chair the meeting, who should be an independent director.

Secretary

The Company Secretary or any authorised person shall be the secretary of the Committee (the "Secretary"). The Secretary shall provide assistance to the members of the Committee, including but not limited to assist the Nomination Committee Chairman in planning the work of the Committee, formulating meeting agendas, maintenance of committee minutes, collation and distribution of information required by the Committee and provide practical support, as and when needed.

Purpose

1.Ensuring a formal and transparent procedure for the appointment of new directors to the Board.
2.Recommend to the Board, candidates for all directorships and on board committees.
3.Selecting, compensating, monitoring and overseeing succession planning.
4.Identifying and recommending the suitable training programme for director.

Duties

1.To recommend to the Board, candidates for appointment of the Chairman, director, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). In making its recommendations, to consider the candidates' skills, knowledge, mix of skills, expertise and experience; professionalism; integrity and time efficiency; and in the case of candidate for the position of independent non-executive directors, to evaluate the candidates' ability, independence and time to discharge such responsibilities/functions as expected from independent non-executive directors. The results of such evaluation should be explained to the Board.

2.To recommend the Directors to sit on respective Board committees.
3.To conduct the annual assessment of Directors, including a review of the required mix of skill, qualification and competencies of the Board as a whole, the committees of the board and for assessing the contribution of each individual director, including reviewing the financial literacy of the members of the Audit Committee, the independence of the independent non-executive directors, as well as the performance of the CEO and CFO. All assessments and evaluations carried out must be properly documented and the results of such assessments and evaluations should be explained to the directors.
4.To conduct annual assessment of the independence of a director, whereby a director would be an "independent director" if director is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company;
5.To review the terms of office and performance of the Audit Committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.
6.To identify suitable orientation for new director.
7.To identify educational and training programmes for continuous development of Directors.
8.To review adherence of the Nomination Committee to the relevant provisions of the Listing Requirements and the Malaysian Code on Corporate Governance 2012;
9.In developing its procedures and making recommendations to the Board, the Nomination Committee will take into account of:-
(a)The provisions in the Company's Articles of Association, the Companies Act, 1965, ACE Market Listing Requirements of Bursa Malaysia Securities Berhad and other laws and regulations, if any, in respect of the appointment, removal, etc of directors;
(b)The need for the Board to operate an open and transparent appointment process. This may include public advertisement or direct approaches being made to individuals who may be suitable or organizations that may be able to advise;
(c)The overall composition and balance of the Board.
10.To review its Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval. The Nomination Committee shall also make recommendations to the Board concerning membership of the Nomination Committee;
11.To recommend to the Board a gender diversity policy to ensure that due consideration is given to female candidates as directors and/or Board Committee members and facilitate achievement of such policies and targets.

Meetings

1.The Nomination Committee shall meet at least once a year to carry out the activities as listed in the terms of reference, or more frequently when required, and report to the Board of Directors after each meeting.
2.The quorum for a meeting shall be two (2) members.
3.The Nomination Committee Chairman shall have a second or casting vote. However, where only 2 members (including Committee Chairman) are competent to vote on question at issue, the Nomination Committee Chairman shall not have a casting vote.
4.Only the Nomination Committee Chairman and members shall be entitled to participate in the Nomination Committee meetings. At the invitation of the Nomination Committee, other Directors, CEO, CFO and Management, may also attend Nomination Committee meetings.
5.The Nomination Committee have the right to pass circular resolutions in writing by a simple majority vote from the Nomination Committee.

Procedure for Board Appointments/ Directorships

The Nomination Committee shall:
a.be responsible for setting the criteria for appointment, identifying and nomination, for the approval of the Board, candidates to fill the Board, CEO and CFO vacancies as and when they arise;
b.make recommendations to the Board for the appointment of the Chairman, on the basis of an agreed job specification, including an assessment of the time commitment expected and recognising the need for availability in the event of crises;
c.make recommendations to the Board concerning any nomination for appointment of Senior Independent Director.

Succession Planning

The Nomination Committee shall:-
a.understand the current performance, competencies and potential of those in key positions in senior management in order to identify and develop plans for those key talents;
b.establish a clear succession plan for senior management, giving full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board and by the Company in future;
c.make recommendations to the Board concerning the succession plans for both executive and non-executive directors and in particular for the Chairman and CEO and the re-appointment of any non-executive director who has reached or over the age of 70;
d.make recommendations to the Board concerning the recommendation to shareholders for re-election of any director under the retirement by rotation provisions in the Company's Articles of Association;
e.to make any necessary recommendations to the Board concerning the continuation in office, suspension or termination of service of any director (subject, in the case of Company employees to the provisions of their service contracts).
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