Audit Committee

Nomination Committee

Remuneration Committee

Risk Management Committee

 

 

BOARD COMMITTEES

Nomination Committee
 

REVISED TERMS OF REFERENCE OF NOMINATION COMMITTEE


Objectives
The principal objectives of the Nomination Committee is to assist the Board of Directors in their responsibilities in overseeing the selection and also assessment of Directors and Chief Executive Officer on an on-going basis.


Membership
The members of the Nomination Committee are:
Encik Mohd Khasan Bin Ahmad : Chairman
Dr Aliyah Binti Hj Baharudding Marji: Member
Mr. Wu, Ying-Ju : Member

Composition of members
The Board of Directors shall elect the Nomination Committee members from amongst themselves, composed exclusively of non-executive directors, a majority of whom are independent. The term of office of the Nomination Committee shall be for a period of 3 years and may be re-nominated and appointed by the Board of Directors from time to time.

Chairman
The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members and should be the senior Independent Non-Executive Director identified by the Board of Directors. The Chairman of the Committee shall be approved by the Board of Directors.

Secretary
The Secretary of the Nomination Committee shall be the Company Secretary of the Company.

Meetings
The Nomination Committee 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 Nomination Committee may participate in a meeting of the Nomination Committee by means of conference telephone, conference videophone or any similar or other communication 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.
The Secretary shall on the requisition of the members of the Nomination Committee summon a meeting of the Nomination Committee except in the case of an emergency, reasonable notice of every Nomination Committee meeting shall be given in writing.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

Quorum
A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.

Authority
The Nomination Committee shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,

  1. shall establish the minimum requirements or criteria to be used in the recruitment process and annual assessment of directors and Chief Executive Officer.

  2. shall annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors and Chief Executive Officer should have.

  3. shall assess on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Director.

  4. shall evaluate the ability of the Independent Non-Executive Director to discharge such responsibilities/functions as expected from them.

  5. shall determine annually whether a Director is independent as may be defined in the Bursa Malaysia Securities Berhad Main Market Listing Requirements.

  6. shall 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 or Chief Executive Officer, 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 the Bursa Malaysia Securities Berhad or other regulatory requirements.

  7. Should facilitate board induction and training programmes for the Directors or Chief Executive Officer in order to broaden their perspectives and to keep abreast with developments in the market place and with changes in new statutory and regulatory requirements.

Duties and Responsibilities
The duties and responsibilities of the Nomination Committee 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.

  • To consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or Shareholder.

  • To recommend to the Board of Directors the nominees to fill the seats on Board Committees.

  • To establish the mechanisms for the formal assessment on the effectiveness of the Board of Directors as a whole, the effectiveness of each Directors; the effectiveness of the Board Committees; the performance of the Chief Executive Officer. The annual assessment to be conducted would be based on objective performance criteria as approved by the Board.

  • To establish the minimum requirements or criteria to be used in the recruitment process and annual assessment of directors and Chief Executive Officer.

  • To establish a boardroom diversity policy.

  • To evaluate the ability of the Independent Non-Executive Director to discharge such responsibilities/functions as expected from them.

  • To determine annually whether a Director is independent as may be defined in the Bursa Malaysia Securities Berhad Main Market Listing Requirements.

  • To recommend to the Board the removal of a Director or Chief Executive Officer or senior management if he is ineffective, errant or negligent in discharging his responsibilities.

  • To assess and recommend to the Board, the terms of reference of Board Committees and to review the adequacy of committee structure of Board Committees.

  • To oversee the appointment, management succession planning and performance evaluation of the Senior management.

  • To establish a policy formalising its approach to boardroom diversity.

  • To act in line with the directions of the Board of Directors.

  • To consider and examine such other matters as the Nomination Committee considers appropriate or delegated by the Board of Directors of the Company from time to time.