Corporate Governance

 

 

 

NOMINATION COMMITTEE
MEMBERS OF NOMINATION COMMITTEE
Mr. Leou Thiam Lai (Chairman)
Mr. Chiam Tau Meng
Dr. Christopher Shun Kong Leng

 

TERMS OF REFERENCE

  1. Introduction

    The Committee is established to provide a formal and transparent procedure for the appointment of directors as well as assessment of effectiveness of individual directors and the Board and performance of CEO and key senior management staff.

  2. Members

  3. Composition

    The Nominating Committee shall comprise exclusively of non-executive directors, a majority of whom are independent directors.

  4. The Chairman

    The Committee shall be chaired by the senior independent director.

  5. Restriction

    In order to avoid conflict of interest, a member of the Committee shall abstain from participating in discussion and decision on matters involving him.

  6. Reporting

    The Committee reports to the Board of Directors.

  7. Duties and functions

  8. Establish Minimum Requirement for the Board, CEO and Key Senior Management Staff
    • To establish minimum requirement for the Board i.e. required mix of skills, experience, qualification and other core competencies required of a director;
    • To establish minimum requirements for the CEO and key senior management staff; and
    • The requirements and criteria shall be approved by the full Board.
  9. Nominating Committee

  10. Establish Assessment Mechanism and Succession Planning
    • To establish a mechanism for the formal assessment on the effectiveness of the Board as a whole and the contribution of each director to the effectiveness of the Board, the contribution of the Board’s various committees and the performance of the CEO and other key senior management staff;
    • Annual assessment shall be conducted based on an objective performance criteria and the performance criteria shall be approved by the full Board;
    • To establish an appropriate framework or policy on succession planning for Executive Director and/or senior management staff; and
    • The succession planning framework or policy shall be approved by the full Board.
  11. Recommendation and Assessment
    • To recommend and assess the nominees for directorship, Board committee members as well as nominees for the CEO and key senior management;
    • The actual decision as to who shall be nominated shall be the responsibility of the full Board;
    • To recommend to the Board the removal of a director/CEO from the Board/management if the director/CEO is ineffective, errant and/or negligent in discharging his responsibilities; and
    • To recommend to the Board the removal of key senior management staff if they are ineffective, errant and/or negligent in discharging their responsibilities.
  12. Overseeing the Board and Key Senior Management Staff
    • To oversee the overall composition of the Board, in terms of the appropriate size and skills, experiences and other qualities including core competencies which Non-Executive Directors should bring to the Board, the independency of each Independent Director, the balance between Executive Directors, Non-Executive Directors and Independent Directors as well as the proportion of female to male Board members through annual review;
    • To ascertain “independency” of Independent Directors pursuant to the criteria as set out in the Listing Requirements of Bursa Malaysia Securities Berhad;
    • To oversee the appointment, succession planning and performance evaluation of key senior management staff; and
    • To ensure that all directors receive an appropriate continuous training program in order to keep abreast with the latest development in the industry.
  13. Authority
      The Committee shall within its terms of reference:
    • have the resources required to perform its duties;
    • have full and unrestricted access to any information required to perform their duties;
    • have the authority to form management / sub-committee(s) if deemed necessary; and
    • have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit.
  14. Meetings & Minutes
    • The quorum of the meetings shall be at least two (2) members or 50% of the total members, whichever is higher;
    • The Committee is allowed to carry out the resolution by way of circulation;
    • The Committee may meet together for dispatch of business, adjourn, and otherwise regulate their meetings as they think fit by means of any communication technology by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a member to be in the physical presence in the meeting. The member participating in any such meeting shall be counted in the quorum for such meeting. All resolutions agreed by the member in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the members duly convened and held;
    • The Committee shall not be delegated with decision-making powers but shall report its recommendation to the full Board for decision;
    • Resolutions, proposals and matters tabled for approvals at any meeting of the Committee shall be decided by a simple majority of the members present; and g. The Chairman shall nominate any person as Secretary to the Committee and minutes of meetings shall be taken.