2020 NOMINATING COMMITTEE'S TERMS OF REFERENCE

1. Membership

1.1 All members of the Nomination Committee ("Committee") should be exclusively non-executive directors of which a majority of whom are independent.
1.2 The Chairman of the Committee shall be appointed by the Board and shall be an Independent Non-executive Director.


2. Meetings

2.1 Meeting shall be held at least once a year and also as at when required.

2.2 The Company Secretary shall be the secretary of the Committee.

2.3 The Chairman of the Committee shall report and update the Board on issues discussed and where appropriate, make the necessary recommendations to the Board.

2.4 In the absence of the Chairman of the Nominating Committee, the remaining members present shall elect on of their numbers to chair the meeting.

2.5 The quorum for meeting shall be two (2) members.


3. Authority

3.1 The Committee is authorized by the Board to perform its duties and responsibilities within these terms of reference.

3.2 The Committee shall also be provided the resources to perform its duties and have unrestricted access to information from the management of the group


4. Functions and Responsibilities

4.1 Nomination & Assessment Process

To consider any propose nomination of candidate(s) by the shareholders or the Board and to recommend to the Board for approval.

Recommend to the Board, candidates to fill the seats on the different board committees.
a. Prior to making its recommendation of the propose nomination of candidate(s) to the Board, the Committee should consider the proposed candidates' :-

- skills, knowledge, expertise and experience;
- professionalism;
- integrity;
- gender diversity;
- time commitment to at least attend 4 out of 5 board meetings as well as competing time commitments if the candidate also holds other directorship ;
- consideration as to the representation of the interest groups;
- assess the desirable numbers to balance Board membership, with due consideration to the structure, development and succession planning
- in the case of candidates for the position of independent non-executive directors, the Committee should also evaluate the candidate's ability to discharge such responsibilities as expected from independent non-executive directors.

4.2 Induction / Orientation of New Board Members

To establish a process where the new Board member is provided with an understanding of:
- An overview of the Company's operations
- A clear understanding of the group structure,
- Corporate mission & vision,
- Business strategies and market challenges
- The Business Code of Conduct
- Risk Management & Internal Controls
- Policies and Financial Statements
- Plant/ Site visit

4.3 Annual Performance Evaluation

- Annually, conduct and compile an assessment in accordance with the Performance Evaluation Sheet -Board and Board Committees to assess the effectiveness of the Board as a whole, the Board Committees.
- Annually, conduct and compile the assessment from the Performance Evaluation Sheet, Peer Evaluation Form to assess the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer based on objective criteria, merit with due regard to diversity in skills, experience, age, cultural background and gender.
- Through the annual performance evaluation, determine whether a director has been adequately carrying out his/her duties as a director.
- An annual independency assessment covering a list of questions including a self-declaration by the independent director of any involvement or relation which could interfere with an independent judgment or ability to act in the best interest of the company.
- Included in the peer evaluation and independent assessment, seek to justify to the Board that an Independent Directors who have served for more than 9 years be retained as an independent director.
- Annually, review the term of office and the performance of the Audit Committee and each of its members to determine whether the committee members have carried out their duties in accordance with the terms of reference.

4.4 Retirement by Rotation

To annually review and recommend to the Board for re-election of directors who retire by rotation pursuant to the provision of the Company's Constitution with due regard to their performance. commitment, skills and experience

4.5. Training

The Nominating Committee reviews the trainings completed by all the directors but each director shall identify appropriate training that he/ she believes will enhance his contribution to the board.


The Terms of Reference of the Nominating Committee shall be reviewed as and when required and revision shall be tabled and adopted at the Board meeting.

 
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