The members of Nomination Committee shall be appointed by the Board and shall generally consist of not less than three (3) members and majority of whom must be Non-Executive Director. If membership for any reason falls below three (3) members, the Board shall within three (3) months of that event, appoint such member of new member as may be required to fulfil the minimum requirement.
a) To review the Board composition and recommending to the Board the appointment of new Director of the Company and Board Committee.
b) To evaluate on an annual basis, that the Board’s size, composition and balance is appropriate and in particularly, its required mix of skills, experience, qualification and other core competencies.
c) To establish a mechanism for the formal assessment on the effectiveness and performance of the Board as a whole and contribute of each director and Board Committees.
d) To assess, consider justification and make recommendation on the element of the independence of an Independent Director should the Board wish to retain as an Independent Director. A person who has served in that capacity for more than nine (9) years.
e) Reviewing and recommending the re-election of Director at the AGM.
The Nomination Committee has the power and authority to carry out its function its Term of Reference and report to the Board with its recommendations:
1) Have sufficient resources which are required to perform its duties.
2) To obtain advice from external consultant as necessary at the Company’s expenses.
a) Any two members of the committee present at the meeting shall constitute a quorum which must be made up of the independent Director. In the absent of Chairman, the members present shall elect a chairman for the meeting from amongst the member present.
b) The number of meeting shall be depended on the circumstances. Circular resolution is required by all the members shall be valid and effective as if it had been passed at a meeting of the committee.
c) The Company secretary shall be secretary of the committee.
a) Assessment of the Board as a whole
Every year any two (2) Board members is required to complete a “Performance Evaluation Form-Board of Director” (Appendix A) and submit to Nomination Committee before 31 December every year.
b) Assessment of Committees
Every year, any two (2) members of each committee is required to complete a “Performance Evaluation Form-Board Committee” (Appendix B) and submit to Nomination Committee before 31 December every year.
Every year, any two (2) members of each committee is required to complete a “Performance Evaluation Form-Audit Committee” (Appendix C) and submit to Nomination Committee before 31 December every year.
c) Assessment of individual contribution of each Board member
All individual Director is required to complete a “Performance Evaluation Form-Individual Director” (Appendix D) and submit to Nomination Committee before 31 December every year.
d) Assessment of independence
Any candidate who nominated to be independent Director will need to be assessed by evaluating him/her via completing a Questionnaire, “Self-Assessment Checklist–Independent Director” (Appendix E) and submit to Nomination Committee before his/her appointment.
A For independent an director who has served more than nine (9) years in the Company will be assessed by Nomination Committee via a formal assessment on their independence. All of those independent directors shall complete a “Self-Assessment Checklist–Independent Director” and submit to Nomination Committee before 31 December every year or any date determined by Nomination Committee.
e) Assessment of re-election of directors at AGM
The assessment will be conducted in accordance with the Articles of Association at the following manner:
a) Any directors who are appointed during the year will be subjected to retirement and re-election by shareholders at the next AGM following their appointment; and
b) One-third (1/3) of the remaining directors, including the Managing Director, or if their number is not three or a multiple of three, then the number nearest to 1/3, shall retire from office and be eligible for re-election at each AGM; provided always;
c) All the directors, including the Managing Director, shall retire from office at least once in every three (3) years but shall be eligible for re-election.
Pursuant to Section 129(60) of the Companies Act, 1965, directors who are over seventy (70) years of age shall retire at every AGM and may offer themselves for re-appointment to hold office until next AGM.
The identity of his/her peer will remain anonymous to achieve an honest view and perspective.
The evaluation questionnaire may be varied and improved upon at the discretion of the Nomination Committee.
The Chairman of the Nomination Committee will discuss the evaluation questionnaire including any feedback at its meeting before signing off by the Chairman of the Nomination Committee and Directors concerned.
The evaluation by the Nomination Committee will be forwarded to the Board of Directors with its recommendations, if any for the Board’s action.
The respective Director who is being evaluated will excuse himself and abstain from participating in the discussions and evaluation accordingly.
In will be reviewed as and where the need arised.