Peter Yong Kuen Fook Chairman
Chong Peng Khang Member
Yap Koon Roy Member
Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Member
Dr. Suntoro Tjoe Member
The principal objective of the Nomination Committee (“NC”) is to assist the Board of Directors in their responsibilities in nominating new nominees to the Board of Directors. The NC shall also assess the performance of the Board, Board Committees, and the Individual Directors of the Company on an on-going basis.
The role of the NC is to ensure that the Board comprises Directors with an appropriate mix of responsibilities, skills, experience, as well as to ensure a proper balance between Executive Directors and Independent Non-Executive Directors.
2. Composition of members
The Board of Directors shall elect the NC members from amongst themselves and shall comprise at least three (3) members, exclusively of Non-Executive Directors and a majority of whom are independent. The term of office of the NC shall be for such time as determined by the Board of Directors and members of the NC may be re-nominated and appointed by the Board of Directors from time to time.
The Chairman of the NC shall be elected from amongst the NC members and shall be an Independent Director. The Chairman of the Committee shall be approved by the Board of Directors.
In the absence of the Chairman, the other Independent Director shall be the Chairman for that meeting.
The Secretary of the NC shall be the Company Secretary of the Company.
- The NC may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
- The Secretary shall on the requisition of the members of the NC summon a meeting of the NC except in the case of an emergency, reasonable notice of every NC meeting shall be given in writing.
- The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
- A resolution in writing, signed or approved by majority of the members of the NC shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members. Such resolution may be approved by letter, electronic mail, telex or telefax or other electronic communication.
A quorum shall consist of two (2) members.
The NC shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,
- select and recommend new members of the Board and its committees to the Board.
- annually review the required mix of responsibilities, skills, experiences and other qualities, including core competencies, which Non-Executive and Executive Directors should have.
- assess on an annual basis, appointment and re-appointment of Independent Director as provided in Bursa Malaysia Securities Berhad’s Main Market Listing Requirements. The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. After a cumulative term of nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director. However, if the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification and seek shareholders’ approval annually. If the Board continues to retain an Independent Director after year twelfth (12), the Board should provide justification and seek shareholders’ approval annual through a two-tier voting process as defined by the Malaysian Code on Corporate Governance.
- be entitled to the services of a company secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Listing Requirements of Bursa Malaysia Securities Berhad or other regulatory requirements
Notwithstanding anything stated above, the NC does not have executive powers and shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.
8. Duties and Responsibilities
The duties and responsibilities of the NC are as follows:-
- To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or the Board of Directors. In making its recommendations, the NC would consider the candidates’:-
- skills, knowledge, expertise and experience;
- integrity; and
- in the case of the candidates for the position of Independent Non-Executive Directors, the NC would evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors;
- To consider, in making its recommendations, candidates for directorships proposed by the Directors and, within the bounds of practicability, by any other senior executive or any Director or Shareholder, by any other senior executive or any Director or Shareholder and take steps to ensure that gender, ethnicity and age group diversity is considered as part of its recruitment exercise.
- To recommend to the Board of Directors the nominees to fill the seats on Board Committees.
- To assess the effectiveness of the Board of Directors as a whole and each individual Director/committee of the Board, including Independent Non-Executive Directors, as well as the Managing Director annually. All assessments and evaluations carried out by the NC in the discharge of all its functions to be properly documented.
- To develop the criteria to assess independence and to assess on an annual basis, the independence of the Independent Non-Executive Directors and recommend the same to the Board of Directors.
- To recommend the retirement of Directors by rotation and re-election to the Board pursuant to the Company’s Constitution.
- To review the term of office and performance of all Board Committees and each of its members annually to determine whether all Board Committees and their members have carried out their duties in accordance with their terms of reference.
- To oversee the management of the succession planning.
- To act in line with the directions of the Board of Directors.
- To consider and examine such other matters as the NC considers appropriate.
9. Reporting Responsibilities
The Chairman of NC shall report on each meeting to the Board on the nature and extent of the functions performed by NC and may take such recommendations to the Board as it may think fit.
These terms of reference may change from time to time to fulfill such other requirements as prescribed by the Bursa Malaysia Securities Berhad and/or to align the NCwith recommended best practices and proper corporate governance.