1. Membership
1.1 The Nominating Committee (NC) members shall be appointed by the Board from among its members and shall consist of:
– Not less than three (3) members;
– All members of the NC should be exclusively non-executive directors of which a majority of whom are independent;
– All members shall hold office as long as they serve as directors of the listed company
1.2 The Chairman of the NC shall be appointed by the Board. The Chairman of the NC shall not be the Chairman of the Board
1.3 The Board shall have the power at any time to rescind any person in the NC and appoint new members to the Committee
1.4 If the number of members of the NC is, for any reason, reduced to below three (3), the Board of Directors shall within three (3) months of the event, appoint such number of new members as may be required to make the minimum of three (3) members
2. Objectives of the Nominating Committee
2.1 To develop the procedure and criteria to be used in the selection process, the annual assessment of directors including the independence of the director, boardroom gender, diversity and Board Skill Matrix;
2.2 To select and assess the suitability of candidates for appointment as members of the board;
2.3 To recommend the appointment of new members to the board;
2.4 To recommend members to fill vacancy in any committees and changes to the composition of the committees;
2.5 To annually assess the effectiveness of the Board as a whole, the Board Committees (including the size and composition) and the contribution of each individual director;
2.6 To annually review the required mix of skills, diversity, experience and other qualities of the board members and the independence of the independent directors;
2.7 To review the board balance and to determine if additional independent directors are required to fulfill the criteria that majority of the board consists of independent directors;
2.8 To facilitate board induction for new directors and ensuring that all directors continue to attend training in areas which directors could improve on;
2.9 To ensure that the board is refresh periodically in compliance with maximum 12- year tenure for independent directors in accordance to the Listing Requirements.
2.10 To develop an appropriate framework at board level for succession planning and boardroom diversity.
2.11 The termination of any Board member or other appropriate actions thereof.
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. Duties and Responsibility
4.1 Selection and Assessment
Prior to making its recommendation of the propose nomination of candidate(s) to the Board, the Committee should consider the proposed candidates’: –
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.
The process of selection and appointment of a new Director is set out below: –
– Search
Identify the criteria that the potential candidate should possess; age group, gender, ethnicity, qualifications, experience, professionalism, personal attributes, skills and integrity. Different approaches and resources maybe used to search for the most suitable candidate;
– Selection
A curriculum vitae shall be obtained from the potential candidate and a verification check made in compliance with the Company’s Fit and Proper policy. NC shall look into the background, skill sets, career experience and professional qualifications of a candidate to determine whether he or she has the right skill sets which will complement the Board Skill Matrix or fill the gaps of the of Board Skill Matrix identified by the board in order to contribute to the board as a whole. His or her past achievements and expertise to determine whether he or she can enhance the quality and robustness of the decision-making process of the Board is considered.
Where necessary, short-listed candidates will be interviewed by the NC to assess suitability and to ensure that the candidates are aware of the expectations, time and level of commitment required especially in the case of Independent Director.
– Nomination
Recommend to the Board the successful candidate
– Appointment
Based on the recommendation by the NC, the Board approves the appointment in the board meeting or via circular resolution and the announcement to Bursa shall be made accordingly.
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.
5. Meetings
5.1 Meeting shall be held at least once a year and also as at when required.
5.2 The Company Secretary shall be the secretary of the Committee
5.3 The Chairman of the Committee shall report and update the Board on issues discussed and where appropriate, make the necessary recommendations to the Board.
5.4 In the absence of the Chairman of the Nominating Committee, the remaining members present shall elect on of their numbers to chair the meeting
5.5 The quorum for meeting shall be two (2) members
6. Review of the Nominating Committee Terms of Reference
This Nominating Committee Terms of Reference established by the Board shall be periodically reviewed and updated by the Board taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.