A. CONSTITUTION

The Nomination Committee shall be appointed by the Board of Directors from amongst its members and composed exclusively of non-executive directors, a majority of whom are independent. The Chairman of the Nomination Committee should be the Senior Independent Director identified by the Board.


B. FREQUENCY OF MEETING

The Nomination Committee shall meet at least once a year to carry out the duties and responsibilities in item (C) as stated below. The Nomination Committee shall meet at least once a year to assess the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual director. The quorum for a meeting shall be two members.

In the absence of the Chairman of the Nomination Committee, members present shall elect a Chairman for the meeting.


C. DUTIES AND RESPONSIBILITIES

The Nomination Committee shall be responsible for the following:-

1. Propose new nominees for the board;
2. Make appropriate recommendations to the Board on matters of renewal or extension of directors appointment and reappointment of retiring directors;
3. Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within bounds of practicability, by any other senior executive or any director or shareholder;
4. Recommend to the Board, directors to fill the seats on Board committees;
5. Assess directors on an ongoing basis;
6. Review annually and assess performance of non-executive directors on annual basis; based on skills, experience and core competencies which non-executive directors should bring to the board and submit its recommendations to the board;
7. Carry out a process implemented by the board on an annual basis for assessing the effectiveness of the board as a whole, the committees of the board and for assessing the contribution of each individual director.
8. Review annually the term of office and performance of audit committee members to determine whether such audit committee have carried out their duties in accordance with their terms of reference.