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  A. COMPOSITION OF NOMINATING COMMITTEE
 
 

Members and Designation (Appointed wef 4/2/2013)

  • Mr. Pang Fee Yoon (Chairman) (Resigned wef 2/6/2016)
    (Independent Non-Executive Director)

  • Mr. Chong Khim Leong @ Chong Kim Leong (Member) (Resigned wef 2/6/2016)
    (Independent Non-Executive Director)

  • Brig. Gen. (R) Dato’ Mohd Zaaba @ Nik  Zaaba Bin Nik Daud
    (Member)                                           
    (Non-Independent Non-Executive Director)  

  • Mr Phong Hon Wai (Chairman) (Appointed wef 2/6/2016)
    (Member since 7/5/2015)
    (Independent Non-Executive Director)

  • Ms Lim Lay Ching (Member since 7/5/2015)
    (Independent Non-Executive Director)

  B. OBJECTIVE
 
  1. Selection of candidates and assessing of directors on an ongoing basis.
  2. Contribute towards ensuring the board composition meets the needs of the Company.
  C. TERMS OF REFERENCE OF NOMINATING COMMITTEE
 
 
  1. Members
    The members of the Committee shall be elected by the Board of Directors from amongst themselves and the Committee shall consist of not less (Independent Non-Executive Director)
    than two (2) members who are exclusively non-executive directors, the majority of whom must be independent directors.

    In the event of any vacancy in the Committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months.

    The Board of Directors must review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with the Committee’s terms of reference.

  2. Chairman
    The Chairman of the Committee should be the senior independent director identified by the Board.

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

  4. Meetings
    The Committee may meet together for the dispatch 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 his discretion.

    The Secretary shall at the requisition of the members of the Committee summon a meeting of the Committee and except in the case of an emergency, reasonable notice of every Committee meeting shall be given in writing.

  5. Quorum
    The quorum shall be two (2) members at least one of whom is an independent director.

  6. Authority
    The 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. Develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors.
    2. Annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors should have.
    3. 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. 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, 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 Bursa Malaysia Securities Berhad or other regulatory requirements.
    5. Facilitate board induction and training programmes.

  7. Access to Advice
    In furtherance to their duties as members of the Nominating Committee of the Company, there should be an agreed procedure for the members, whether as a full Committee or in their individual capacity, to take independent professional advice at the Company’s expense, if necessary.

  8. Duties and Responsibilities
    The duties and responsibilities of the Committee are as follows,:-
    1. assessing and recommending to the Board of Directors, list of candidature of persons for selection as directors, appointment of directors to board committees and that women candidates are sought as part of the recruitment process.

      (The nomination and election process of board members should be disclosed in the annual report. Per the new Paragraph 15.08A of Main Market Listing Requirements as amended on 29/11/2012 and effective date of compliance on 1 June 2013, the listed issuer must provide, in its annual report, a statement about the activities of the nominating committee in the discharge of its duties for the financial year.)

      In making its recommendations, the Committee should assess the suitability of candidates and considerations be given to the competencies, commitment, contribution and performance as well as consider the candidates’:
      • skills, knowledge, expertise and experience;
      • character, integrity, professionalism;
      • competence and time to effectively discharge his role; and
      • in the case of candidates for the position of independent non-executive directors, the Committee should also evaluate the candidates’ ability and commitment to discharge such responsibilities/functions as expected from independent non-executive directors.
    2. To consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicality, by any other senior executive or any directors or shareholder.
    3. To annually assess the effectiveness of the Board of Directors as a whole, the committees of the Board and the contribution of each individual director taking into account, the required mix of skills and experience and other qualities including core competencies which non-executive directors should bring to the Board and thereafter, recommend its findings to the Board.
    4. To review of the succession plans of the Board.
    5. To review the training programmes for the Board.
    6. To facilitate board induction and training programmes.
    7. To act in line with the directions of the Board of Director.
    8. To consider and examine such other matters as the Committee considers appropriate.

     

 

MAIN MARKET LISTING REQUIREMENTS STIPULATIONS ON NOMINATING COMMITTEE

Paragraph 15.08A of Main Market Listing Requirements (“MMLR”)
- as amended on 29/11/2012 and effective date of compliance on 1 June 2013.

  1. A listed issuer must establish a nominating committee which comprises exclusively of non-executive directors, a majority of whom must be independent.
  2. The nominating committee must have written terms of reference dealing with its authority and duties which must include the selection and assessment of directors.
  3. The listed issuer must provide, in its annual report, a statement about the activities of the nominating committee in the discharge of its duties for the financial year. Such statement must include how the requirements set out in (1)Paragraph 2.20A of the MMLR are met and contain the following information:
    1. The policy on board composition having regard to the mix of skills, independence and diversity (including (2)gender diversity) and the time commitment required to meet the needs of the listed issuer;
    2. The board nomination and election process of directors and criteria used by the nominating committee in the selection process; and
    3. The assessment undertaken by the nominating committee in respect of its board, committees and individual directors together with the criteria used for such assessment.

Pursuant to Recommendation 2.2. of the Malaysian Code of Corporate Governance 2012 (MCCG2012), the nominating committee should develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors including policies formalising its approach to diversify the Board.

(1) Paragraph 2.20A of Main Market Listing Requirements (“MMLR”): Every listed corporation must ensure that each of its directors, chief executive or chief financial officer has the character, experience, integrity, competence and time to effectively discharge his role as a director, chief executive or chief financial officer, as the case may be, of the listed corporation.

(2) FAQ 15.20 referred the listed issuer’s attention to the announcement made by the Prime Minister Datuk Seri Najib Tun Razak on 27 June 2011 on the Government’s policy approved by the Cabinet that “women must comprise at least 30% of those in decision-making positions in the corporate section within 5 years” (i.e. by 2016).

The Board:-
  1. should establish clear functions reserved for the board and those delegated to management.

  2. should establish clear roles and responsibilities in discharging its fiduciary and leadership functions such as:
    • reviewing and adopting a strategic plan for the Company.
    • overseeing the conduct of the Company’s business.
    • identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures.
    • Succession planning.
    • overseeing the development and implementation of a shareholder communication policy of the Company.
    • overseeing the development and implementation of a shareholder communication policy of the Company.

  3. should formalise ethical standards through a code of conduct and ensure its compliance.

  4. should ensure that the company’s strategies promote sustainability.

  5. should have procedures to allow its members access to information and advice.

  6. should ensure that it is supported by a suitably qualified and competent company secretary.

  7. should formalise, periodically review and make public its board charter on its corporate website.
    The Board Charter:
    • sets out the board’s strategic intent and outlines the board’s roles and responsibilities.
    • is a source reference and primary induction literature providing insights to prospective board members and senior management.
    • assist the board in the assessment of its own performance and that of its individual directors.
    • sets out the key values, principles and ethos of the Company as policies and strategy development are based on these considerations.
    • include the division of responsibilities and powers between the board and management, the different committees established by the board and between the chairman and the CEO.
    • set out processes and procedures for convening board meetings.

  8. should establish a nominating committee which should comprise exclusively of non-executive directors, a majority of whom must be independent.
  9. should establish formal and transparent remuneration policies and procedures to attract and retain directors.

  10. should undertake an assessment of its independent directors annually.
    (The tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director.) The Board MUST justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine years.

  11. MUST comprise a majority of independent directors where the chairman on the board is not an independent director.
    (The position of chairman and CEO should be held by different individuals and the chairman MUST be a non-executive member of the board.)

  12. should set out expectations on time commitment for its members and protocols for accepting new directorships.

  13. should ensure its members have access to appropriate continuing education programmes.

  14. should establish a sound framework to manage risks.

  15. should establish an internal audit function which reports directly to the audit committee.

  16. should ensure the Company has appropriate corporate disclosure policies and procedures.

  17. should encourage the Company to leverage on information technology for effective dissemination of information.

  18. should take reasonable steps to encourage shareholder participation at general meetings.

  19. should encourage poll voting.

  20. should promote effective communication and proactive engagements with shareholders.



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