Nomination Committee Terms of Reference
The primary objective of the Nomination Committee Management (“NC”) is to ensure the Company has a board of directors of an effective composition, size and commitment to adequately discharge its responsibilities and duties.
MEMBERSHIP AND COMPOSITION
- Members of the NC shall be appointed from amongst the Board. The NC shall comprise at least three (3) non-executive directors, a majority of whom must be independent.
- Members of the NC may relinquish their membership in the NC with prior written notice to the Company Secretary.
- In the event of any vacancy arising in the NC resulting in the number of members of the NC falling below three (3), the vacancy should be filled within three (3) months of that event arising.
- All members shall hold office only for so long as they serve as directors of the Company.
- The NC shall review the term of office and performance of the NC and each of its members annually to determine whether the NC has carried out its duties in accordance with its Term of Reference.
- The term of appointment of the members of NC shall be determined by the Board.
The Chairman of NC, who shall be elected by members of the Committee, shall be a Senior Independent Director.
The Chairman shall be responsible for ensuring that the entire Board is kept regularly informed about the NC’s work and, where necessary, must submit matters to the Board for decision.
The Company Secretary or such other person(s) as may be agreed to by the NC.
The Secretary shall be responsible for the preparation and circulation of the meeting agenda and accurately minuting all decisions of NC in consultation with the Chairman. The Secretary shall also be responsible for the timely tabling of all correspondence, reports and other information relevant to the NC’s activities.
- Frequency of meeting
The NC shall meet at least once during a financial year. Additional meetings may be convened if necessary to facilitate the NC to fulfill its responsibilities as set forth herein. NC shall conduct face-to-face meetings, however, meetings may also be conducted via telephone conferencing, video conferencing or other appropriate means as determine by the NC.
In addition, the NC may take action by unanimous written consent of its members, including dealing with matters by way of circular resolutions in lieu of convening a formal meeting.
The quorum for a meeting shall consist of a majority of independent directors and shall not be less than two (2) members. In the absence of a quorum, the meeting shall be adjourned to such other date and at such other time and venue as the NC may determine.
In the event the Chairman of NC is not present at the meeting, the members present shall elect a Chairman from among themselves.
- Notice of meeting and submission of paper
Notice of meeting and submission of meeting papers shall be circulated at least seven (7) days before each meeting.
The NC may at its discretion and as the need arises, invite one or more persons to attend the meeting.
All resolutions of the NC shall be adopted by a simple majority vote, each member having one vote. In case of equality of votes, the Chairman of the NC shall have a second or casting vote.
- Minutes of Meetings
The Secretary of NC shall record all proceedings and minutes are to be prepared and circulated to the NC and the Board by the next following meeting. The Secretary of the NC shall distribute copies of the minutes of NC meeting to all its members at next meeting.
The minutes of meetings must be reviewed by the Chairman of NC before circulation to the members of NC
Minutes of meetings shall be tabled to the Board of the Company for information.
The minutes of meetings and conclusions of the meetings should be entered into the Minutes Book kept by the Company Secretary of the Company. 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.
A resolution in writing, signed by all members of the NC, shall be as effectual as it had 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.
- In carrying out its duties and responsibilities, the NC shall, at the expenses of the Company:
- have full and unrestricted access to any information pertaining to the Company and its subsidiaries (“the Group”), and;
- be able to obtain independent professional or other advice as necessary.
- All members of the NC shall have access to the advice and service of the Company Secretary.
- The NC shall not have delegated powers from the Board to implement its recommendations but should be obliged to report its recommendations back to the Board for approval.
- The NC shall review and update the Terms of Reference of NC from time to time and seek the Board’s approval in respect of such revision of the Terms of Reference.
DUTIES AND FUNCTIONS OF NC
The main duties and functions of the NC are as follows:
- To recommend to the Board candidates for re-election of directors by shareholders under the annual re-election provisions or retirement.
- To review the matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director.
- To review the reappointment of any non-executive director at the conclusion of his term of office having given due regard to his performance and ability to continue to contribute to the Board in terms of knowledge, skills and experience required.
- To annually review the time required of non-executive and independent directors.
- To evaluate and appraise the performance of the chairman of the Board.
- To consider the representation of interest groups as part of boardroom diversity, i.e. gender, race, religion, nationality, professional background and culture.
- To determine the core competencies and skills required of Board members to best serve the business and operations of the Group.
- To recommend to the Board suitable candidates for directorships by considering the candidates’ skills, knowledge, expertise, experience, professionalism, integrity and in the case of candidates for the position of independent non-executive directors, the candidates’ ability to discharge such responsibilities as are expected from independent non-executive directors.
- In making its recommendations, to consider candidates for directorships proposed by the Group Managing Director and/or the Group Chief Executive Officer and within the bounds of practicability, by any other Director or shareholder.
- To assess annually the effectiveness of the Board and Board Committees as a whole and the contribution of each individual director and Board Committee member.
- To assist the Board to formulate and review the criteria and procedure to be carried out by the NC for assessing the effectiveness of the Board as a whole and the Board Committees, as well as for assessing the contributions and performance of individual Directors and Board Committee members.
- To perform its role in relation to appointments to the Board and the Board’s composition, having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of the Group.
- To review the size of Non-Executive Directors, Board balance and determine if additional Directors are required and also to ensure that at least one-third (1/3) of the Board is independent.
- To review the Board’s succession plans and training programmes for Directors.
ANNUAL GENERAL MEETING
The Chairman of NC shall attend the annual general meeting (including extraordinary general meeting) to answer any shareholder questions on NC’s activities, in particular on areas pertaining to proposed resolutions for shareholders to consider on the appointment or reappointment of directors.
APPROVAL OF TERMS OF REFERENCE
The Terms of Reference of NC shall be approved by the Board of the Company.