1. Composition
The Nominating Committee shall be appointed by the Board from amongst
the Directors of the Company and shall comprise exclusively of
Non-Executive Directors, a majority of whom must be independent. The
Chairman of the Nominating Committee should be identified by the
Board. The Company Secretary shall be the Secretary of the Nominating
Committee meeting.
2. Purpose
The purpose of the Nominating Committee is to assess the suitability
of candidates to be appointed to the Board. In making such assessment,
consideration should be given to the candidate’s competency,
commitment, contribution and performance. The Nominating Committee
should facilitate the new Board Member’s induction and training
programmes. The nomination and election process of Board Members
should be disclosed in the Company’s Annual Report. In carrying out
its functions, the Nominating Committee adheres to the policies and
procedures set by the Company’s ultimate holding / holding company.
3. Meeting & Quorum
The Nominating Committee shall meet at least once in every year. The
presence of the majority of the Independent Non-Executive Directors
shall form the quorum of the meeting.
4. Roles & Functions
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To assess and recommend new appointments to the Board and Board
Committee.
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To develop, maintain and review the criteria to be used in the
recruitment process and annual assessment of Directors including the
criteria to assess their independence.
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To review the succession plans for Directors and senior management
and to ensure and maintain an appropriate balance of skills,
experience etc. necessary or the Company’s business.
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To evaluate the re-appointment of any Non-Executive Director at the
conclusion of their specific term of office.
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To assist the Board in reinforcing its independence: - where the
tenure of an Independent Director has exceeded a cumulative term of
twelve (12) years, an Independent Director may continue to serve on
the Board subject to the Director’s redesignation as a
Non-Independent Director.
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To regularly review the structure, size and composition (including
mix of skills, knowledge, experiences, gender diversity and etc.) of
the Board and make recommendations to the Board for any changes
required.
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To evaluate the performance and effectiveness of the Board as a
whole, the Board Committees and the contribution of each individual
director on an annual basis.
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To review and recommend suitable training programmes for the Board
members including board induction and training for new directors.
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To review the term of office and performance of Audit & Risk
Management Committee and each of its members annually to determine
whether such audit committee and members have carried out their
duties in accordance with their terms of reference.