Terms of Reference of Nomination Committee

TERMS OF REFERENCE OF NOMINATION COMMITTEE

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1. COMPOSITION

The Committee shall be appointed by the Board of Directors from among their number and shall consist of wholly Non-Executive Directors, a majority of whom are independent.
The minimum number of members shall be three.

The members of the Committee shall elect a Chairman from among their number.

In the event that a member of the Committee resigns, dies or for any other reason ceases to be a member, the Board of Directors shall appoint such number of new members as deemed necessary.




2. FUNCTIONS

  •       To recommend to the Board, candidates for all directorships to be proposed by the shareholders or the Board, taking into consideration the candidates:
    ✔     Skills, knowledge, expertise and experience;
    ✔     Professionalism;
    ✔     Integrity; and
  •      To review the size of Non-Executive Directors, Board balance and determine if additional Directors are required and also to ensure that at least one-third (1/3) of the Board is independent.
  •     To recommend to the Board, Directors or officers of the Company to fill the seats on Board Committees.
  •     To assist the Board in an annual review of the required mix of skills, experience and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board as well as independence and diversity  of the board composition which is required to meet the needs of the Company.
  •      To assist the Board to implement a procedure to be carried out by the Committee for assessing the effectiveness of the Board as a whole and the Board Committees, as well as for assessing the contributions and performance of individual Directors and Board Committee members.
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3. MEETINGS

The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Committee Chairman's discretion and when vacancies arise in other Board Committee.

The quorum for the meeting shall be two (2) members.



4. REPORTING 

The Chairman of the Committee shall report on each meeting to the Board.



5. SECRETARY

The Secretary to the Committee shall be the Company Secretary.

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