Composition |
The Nominating Committee ("Committee" or "NC") 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 non-executive directors. |
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Chairman |
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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.
The Chairman of the Board must not be a member of the Committee.
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Secretary |
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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.
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 shall be circulated to all members of the Committee and of the Board.
A resolution in writing signed by a majority of the Committee members, for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
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Purpose |
| 1. | Ensuring a formal, rigorous and transparent procedure for the appointment of new directors (including re-appointment) and senior management |
| 2. | Identify appropriate candidate for Board's approval to fill casual vacancies and nominate candidate for the Board's consideration. |
| 3. | To lead, monitor, oversee and review the effective succession strategy with the support from Board. |
| 4. | Identifying and recommending the appropriate training programme for director. |
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Duties |
| 1. |
The Committee to recommend to the Board, potential candidates for appointment of the board members and senior management including Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") shall not solely rely on the recommendation of existing board members, management or major shareholders, but will also utilise independent sources to identify suitably qualified candidates. If the selection of candidates was solely based on recommendations made by the existing Board, the management or major shareholders, the Committee should explain why other sources were not used
In making its recommendations, the Committee to consider the candidates':
- skills, knowledge, expertise, experience, professionalism, commitment, integrity, character, time commitment and competence;
- consider board diversity including age and gender diversity; and
in the case of candidates for the position of independent non-executive director, the Committee shall also evaluate the candidates' ability to discharge such responsibilities / functions as expected from independent non-executive director.
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| 2. | To examine the composition and size of the board and its committees on periodically manner to facilitate effective decision making after taking into consideration the scope and nature of the operations of the Group. |
| 3. | To assess the annual re-election of directors who retired by rotation pursuant to the Company's Constitution and re-appointment of directors wh)o retired pursuant to relevant sections of the Companies Act, 2016, upon considering the tenure of each director and ensure the satisfactory evaluation of the director's performance and contribution to the board has been made. |
| 4. | To carry out an objective and well-managed board evaluation process and review the annual assessment of the effectiveness of the Board as a whole as well as other Board Committees. It shall review annually and evaluate the contribution of each individual director, including financial literacy of Audit Committee's members, independency of non-executive directors, as well as the CEO and/or CFO based on the required character, core competencies, experience and time commitment including taking into consideration the Group's performance in managing material sustainability risks and opportunities. All assessments and evaluations carried out must be properly documented and the results of such assessments and evaluations should be explained to the directors. |
| 5. | The Committee to conduct annual assessment of the objectivity and independence of independent directors, including those Independent Directors who serve the Board over the tenure of nine (9) years. If the board intends to retain an independent director beyond 9 years, it should provide justification and seek annual shareholders' approval through a single-tier voting process. The Committee would adopt the mandatory twelve (12) years tenure limit in accordance to the Main Market Listing Requirement whereby a.The director would be an "independent director" if director can act independently 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. |
| 6. | 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. |
| 7. | The Committee to review induction programs for the newly appointed Directors and ensure that all existing Directors receive appropriate continuous development trainings. |
| 8. | In developing its procedures and making recommendations to the Board, the Nomination Committee will take into account of:-
| (a) | "Fit and Proper" standards as detailed out in the Board Charter and to consider on the adoption of the Group's Fit and Proper Policy. |
| (b) | The provisions in the Company's Articles of Association Constitution, the Companies Act, 1965 2016, ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, Malaysian Code of Corporate Governance 2021 and other laws and regulations, if any, in respect of the appointment, removal, etc of directors; |
| (c) | 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; |
| (d) | The overall composition and balance of the Board. |
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| 9. | 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 Nominating Committee shall also make recommendations to the Board concerning membership of the Nominating Committee. |
| 10. | The Committee to assist in the progress of To recommend to the Board a Board gender diversity policy and to ensure ensure the Board comprises at least one (1) woman director and review the participation of women in senior management to ensure there is a healthy talent pipeline. |
| 11. | The Committee to review and recommend to the Board, the development and implementation of the relevant policies and procedures on nomination related matters concerning the Group in adherence to the relevant provisions of the Listing Requirements and the Malaysian Code on Corporate Governance 2021. |
| 12. | The Committee to consider and carry out such other duties or functions as may be delegated by the Board from time to time or required by the regulatory authority. |
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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. |
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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. |
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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 an effective succession strategy 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 Constitution |
| 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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The Terms of Reference of NC is last reviewed on 28 February 2022. |