The chairman shall be elected by the Committee from among their members who shall be an independent director
If at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers, to act as chairman.
The financial controller, the internal auditor and a representative of the external auditor shall normally attend the meeting. Other directors and employees attend any particular audit committee meeting only at the Committee’s invitation, specific to the relevant meeting. The Committee may invite any person to be in attendance to assist in its deliberations.
Anyone of the Company Secretary shall act as the secretary of the Committee.
A resolution in writing signed by all members of the Audited Committee for the time being entitled to receive notice of an Audit Committee meeting, shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held.
Any resolution coming within the provisions of this Regulation may consist of several documents in like form, each signed by one or more member of the Audit Committee.
Any such document may be accepted as sufficiently signed by a member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical written message purporting to include a signature of the member.
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.
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.
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:-
The duties and responsibilities of the Committee are as follows,:-
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’:
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.
The Board Charter: