TERMS OF REFERENCE
The principal objectives of the Nomination Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in their responsibilities with respect to the nomination of new candidates to the Board. The Committee shall also access the performance of the Board and individual directors on an on-going basis.
The Board shall elect three (3) Committee members from amongst themselves and the Committee shall be composed primarily of independent and non-executive directors. The Chairman of the Committee shall be elected from amongst members of the Committee and shall be an independent director. The Chairman of the Committee must be approved by the Board. In the absence of the Chairman of the Committee, members of the Committee present shall elect a Chairman for the meeting. The quorum for a meeting of the Committee shall be two members. The Secretary of the Committee shall be the Company Secretary of the Company, whom shall be responsible to prepare and circulate the minutes of the Committee promptly to the members of the Committee and to table the same to the Board for notation.
The Board shall fill any vacancies, with respect to this Constitution, within three (3) months.
C. FREQUENCY OF MEETING
The Committee shall meet at least once a year to carry out the duties and responsibilities in Paragraph (D) to assess the performance and effectiveness of the Board, the Board committees, and including the performance and contribution of each individual director.
D. DUTIES AND RESPONSIBILITIES
The Committee shall be responsible for the following:-
- To propose and consider new candidates for the Board, including candidates recommended by other directors, the management team, and key shareholders.
- To make appropriate recommendations to the Board on matters pertaining to the renewal or extension of directors’ appointment and reappointment of retiring directors.
- To review and assess the contribution and performance of each individual director and the Board as a whole, on an on-going basis. In addition, the Committee shall access the skills, experience, and core competencies which the non-executive directors should bring to the board.
- To report to the Board, at least once a year, on the contribution and performance of each individual director and the Board as a whole. The report shall be based on an assessment and evaluation process, which shall be formally documented by the Committee.
- To review the term of office and performance of the Board Committee members, at least once a year, to determine whether the members have carried out their duties in accordance with the respective terms of reference of the Board Committees.