Nomination Committee

 

Mr. Tan Seng Kee - Chairman
Dato' Dr Mohd Aminuddin bin Mohd Rouse
Dato' Theng Book

COMPOSITION

The Nomination Committee shall consist of not less than three (3) members. The Nomination Committee shall exclusively comprise of Non-Executive Directors with a majority of Independent Directors.

Members of the Nomination Committee shall be appointed by the Directors among their members at a Board Meeting or via a Directors’ Circular Resolution in writing.

Members of the Nomination Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as Director of the Company.

The Nomination Committee was set up on the 19 April 2001.


QUORUM

The quorum for each meeting shall be a majority of members present.


CHAIRMAN

The members of the Nomination Committee shall elect a chairman from among their number who shall be a non-executive director.


MEETINGS

The meetings shall be held not less than once a year. A member may at any time and the Secretary shall on the requisition of a Director, summon a meeting of the Nomination Committee.

Questions arising at any meeting of Nomination Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the Nomination Committee.

In the case of an equality of votes the chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.

The Company Secretary shall be the Secretary of the Nomination Committee. The Secretary is responsible for sending out notices of the meetings and preparing and keeping minutes of meetings. The Minutes of the Committee meeting shall be extended to all the members of the Board of Directors. The Committee shall record its conclusions in discharging its duties and responsibilities.


OBJECTIVES

The primary objective of the Nomination Committee is to ensure that the Directors of the Board bring characteristics to the Board, which provides a required mix of responsibilities, skills and experience, independence and diversity (including gender, ethnicity and age). The Nomination Committee will also assist the Board in reviewing on an annual basis the appropriate balance and size of Non-Executive participation and in establishing procedures and processes towards an annual assessment of the effectiveness of the Board as a whole, the Committees of the Board and contribution of each individual Director.

Where a vacancy exists or when it is considered that the Board would benefit from the services of a new Executive Director with particular skills, the Nomination Committee selects one or more candidates with the appropriate expertise and experience.


RESPONSIBILITIES

  1. Recommend to the Board, candidates for all directorship proposed by the Chief Executive Officers and, within the bounds of practicability, by any other senior executive or any director or shareholder to be filled by the shareholders or the Board and Directors to fill the seats of the Audit, Nomination, Remuneration and other Committees.

  2. Review the Board’s succession plan and training programmes for the board.

  3. Assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual director based on the process implemented by the Board.

  4. Assess and recommend to the Board the continuation of terms of office of Independent Directors in compliance with MCCG 2012.


POWER

In carrying out its duties and responsibilities, the Nomination Committee will in principle have full, free and unrestricted access to the Company’s records, properties and personnel. The Nomination Committee may use the services of professional recruitment firms to source for the right candidate for directorship of sought independent professional advice.