- The Nomination Committee shall be appointed by the Board from amongst the Directors of the Company. All members of the Nomination Committee must be non-executive Directors, with a majority of them being Independent Directors.
- The Chairman of the Nomination Committee shall be the senior independent director if senior independent director has been identified by the Board.
The duties of the Nomination Committee are as follows :
(a) to consider, evaluate and recommend to the Board any new board appointments. In making a recommendation to the Board on the candidate for directorship, the committee shall have regard to :-
- Size, composition (including gender diversity), mix of skills, experience, competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board and Group;
- The appropriate number of Independent Directors to fairly reflect the interest of Minority shareholders and the Independent Directors should make up at least one-third of the membership of the Board; and
- Best Practices of the Malaysian Code on Corporate Governance which stipulates that Non-Executive Directors should be persons of caliber, credibility and have the necessary skill and experience to bring an independent judgment on issues considered by the Board.
(b) to recommend to the Board, Directors to fill the seats on Board Committees.
(c) to evaluate the performance and effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director on an annual basis as follows :-
- to assess the board based on specific criteria, covering areas such as size, composition (including gender diversity), mix of skills, principal responsibilities of the Board, the Board process, succession planning and Board governance; and
- to assess individual director based on criteria such as contribution to interaction, role and duties, knowledge and integrity;
(d) to assess Independence of Independent Directors on an annual basis based on the guildelines as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other criteria such as, tenure, relationship between the Independent Director and the Company and his involvement in any significant transaction with the Company.
(e) to make the following recommendations to the Board :
(f) to facilitate board induction and training programmes.
- Matters relating to the plan of succession of Directors and Senior Management to maintain an appropriate balance of skills on the Board;
- Matters relating to the re-appointment of any Independent Non-Executive Director at the conclusion of their specified term of office; and
- Matters relating to the re-election by shareholders of any Director under the retirement by rotation provisions in the Company’s Articles of Association.