The Board of Directors shall elect the Nomination Committee (“the Committee”) members from amongst themselves, comprising exclusively of Non-Executive Directors, a majority of whom are Independent Directors and number at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.
The Chairman of the Committee shall be an Independent Non-Executive Director or Senior Independent Non-Executive Director appointed by the Board. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive Officer (“CEO”), the head of human resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
The Committee shall meet at least once a year. More meetings may be conducted if the need arises. The quorum for a meeting of the Nomination Committee shall be two (2) members, present in person, both of whom must be Independent Directors.
In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present who would qualify under these terms of reference to be appointed to that position of the Board.
Attendance at a meeting may be in person or by way of participation via video conference or teleconference or such other means as may be agreed by the members.
A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.
The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to Committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Committee meetings and responsible for keeping the minutes of meetings of the Committee, and circulating them to Committee members and to the other members of the Board of Directors.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the Company’s expense, as and when it considers necessary in the discharge of its responsibilities.
The primary objective of the Committee is act as a committee of the full Board to assist in discharging the Board’s responsibilities in the following areas:-
The duties of the Committee shall be to:-
6. REPORTING RESPONSIBILITIES
The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters with its duties and responsibilities.
The Committee shall make whatever recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed.
The Committee shall produce a report to be included in the Company’s Annual Report about its activities in the discharge of its duties and the process used to make appointments and explain if external advice or open advertising has not been used.
7. ANNUAL GENERAL MEETING
The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.
The minutes of meetings of the Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Committee.
9. REVISION OF THE TERMS OF REFERENCE
Chief executive - means the principal executive officer of the corporation for the time being, by whatever name called, and whether or not he is a director.
Chief financial officer - means the person primarily responsible for the management of the financial affairs of the corporation (such as record keeping, financial planning and financial reporting), by whatever name called