The principal objectives of the Nomination Committee (“Committee”) are as follows:-
- To recommend to the Board, suitable candidate(s) to be appointed as director(s) (either as a executive, non-executive or independent non-executive director);
- To evaluate and consider, before making any recommendations, candidate(s) proposed by the Managing Director, or any other senior executive or any director; and
- To evaluate and consider suitable candidate(s) to fill seats on Committee.
COMPOSITION OF MEMBERS
The Board of Directors shall elect the Committee members from amongst themselves, comprised exclusively of non-executive directors, a majority of whom must be independent director.
The Committee shall elect a Chairman from amongst its members and the elected Chairman of the Committee shall be approved by the Board of Directors.
In the event, the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman for the meeting.
MEETINGS OF THE COMMITTEE
- Meetings. The 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. In the event issues requiring the Committee’s decision arise between meetings, such issues shall be resolved through circular resolution. Such circular resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means by all members of the Committee. For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all the Members of the Committee.
- Quorum. A minimum of two members shall form the quorum.
- Secretary of the Committee. The Company Secretary shall be the secretary of the Committee.
- Minutes of the Committee Meeting. Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee to take minutes and such minutes must be signed by the Chairman of the Meeting as evidence that the meeting was duly convened and held.
The functions of the Committee are as follows:
- To consider and recommend to the Board suitable candidates for appointment as Directors of the Company. In making a recommendation to the Board on the candidates for directorship, the Committee should consider the candidates:-
- skills, knowledge, expertise and experience;
- integrity; and
- in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities / functions as expected from Independent Non-Executive Directors.
- To annually review, or as required, the correct mix of skills, business and professional experiences that should be added to the Board.
- To appraise each individual Director including Independent Non-Executive Directors as well as the Group Managing Director in terms of his experience, knowledge, credibility and credentials, and assess their effectiveness and contribution in carrying out their obligations and duties as a Board member of the Company. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented.
- To examine the ability of each Director to contribute to the effective decision making process of the Board and ensure that the Board of the Company is functioning actively, efficiently and effectively in all its decision making.
- To assess the effectiveness of the Board as a whole and the Committees of the Board.
- To carry out such other functions or assignments as may be delegated by the Board from time to time.