Terms of Reference of Nomination Committee
In line with the best practice of Corporate Governance, the Nomination Committee is governed by the following terms of reference:-
The Board of Directors (the “Board”) established the Nomination Committee on 24 February 2006 and is delegated with the following specific tasks:
- To recommend to the Board, candidates for directorships to be filled;
- To consider, in making its recommendations, candidates for directorships proposed by the Executive Directors and within the bounds of practicality, by any other senior executive or any Director or shareholder;
- To recommend to the Board, Directors to fill the seats of Board Committees;
- To annually review the required mix of skills, experience, diversity and other qualities, including core competencies which Executive Directors should bring to the Board; and
- To assess Directors on an on-going basis, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director, including Independent Non-Executive Directors, as well as the Chief Executive Officer. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions shall be documented.
The members of the Nomination Committee shall be appointed by the Board and a majority of the members shall be Independent Non-Executive Directors. The Nomination Committee shall comprise of at least three (3) members.
The Board shall appoint the Chairman of the Nomination Committee (“Nomination Committee Chairman”) who should be an Independent Non-Executive Director.
In the absence of the Nomination Committee Chairman, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board should not be a member of the Nomination Committee.
If a regular member is unable to act due to absence, illness or any other causes, the Board may appoint another Director of the Company to serve as an alternate member, having due regard to maintaining the required majority of independent members.
3. Attendance and Frequency of Meeting
The Nomination Committee shall meet at least once in each financial year although additional meetings may be called at any time at the discretion of the Nomination Committee Chairman.
The quorum for a meeting shall be two (2) members, both of whom must be Independent Non-Executive Directors. A duly convened meeting at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion vested in or exercisable by the Committee.
The Nomination Committee may request other Directors, Management and consultants as applicable to participate in the meetings, as necessary, to carry out the Nomination Committee’s responsibilities, provided, however, that no Director shall be entitled to vote at such meetings or be counted as part of the quorum for any meeting of the Nomination Committee unless he or she is a member of the Nomination Committee.
4. Procedures of Meetings
- The Nomination Committee Chairman shall preside at all meetings. In his absence, the Nomination Committee members present shall elect among themselves an Independent Director to be the Chairman of the meeting.
- The Nomination Committee may call for a meeting with a minimum fourteen (14) days’ notice. Nevertheless, a shorter notice is permitted subject to agreement by all Nomination Committee members.
- The Company Secretary shall be the Secretary of the Nomination Committee and shall be responsible, in conjunction with the Nomination Committee Chairman, for drawing up the agenda and circulating it to the Nomination Committee members prior to each meeting.
- All decisions are determined by a majority of votes. In case of equality of votes, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Nomination Committee or referred to the Board of Directors depending on whichever is more appropriate.
- A Nomination Committee member may participate in a Nomination Committee meeting by means of telephone or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
- A resolution in writing signed by a majority of the Nomination Committee members and constituting a quorum shall be effective as a resolution passed at a meeting of the Nomination Committee.
5. Minutes of Meetings
- The Company Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance.
- Draft minutes of Nomination Committee meetings shall be circulated promptly to all members of the Nomination Committee. Once approved, minutes should be circulated to all other members of the Board unless in the opinion of the Nomination Committee Chairman it would be inappropriate to do so.
- The Board has constituted the Nomination Committee with the authorities necessary to perform the duties set out in these terms of reference.
- The Nomination Committee, within the scope of its assigned duties, is authorised to seek any information it requires from employees, company officials and external parties.
- The Nomination Committee may engage advisers or otherwise obtain such independent legal or other professional services, as it requires, at the expense of the Company, with prior consent of the Board.
- The Board will provide the Nomination Committee with sufficient resources to undertake its duties.
The functions of the Nomination Committee shall include the following:-
- Board/Board Committee Composition
- Reviewing regularly the structure, size and composition of the Board (including the diversity, balance of skills, experience, independence and knowledge of the Non-Executive Directors) and making recommendations to the Board with regard to any changes.
- Making recommendations to the Board on the composition of the Audit and Risk Management, Nomination and Remuneration Committees.
- Board Appointment and Commitments
- Identifying, assessing and recommending to the Board, candidates for appointment as Executive or Non-Executive Directors of the Company (including appointments as Chairman and Chief Executive Officer), giving full consideration to succession planning and the leadership needs of the Group;
- Reviewing proposals for changes in responsibilities of Board members;
- Making recommendations to the Board concerning any matter relating to the continuation in office of any Director at any time;
- Making recommendations to the Board as to the appropriate processes for the appointment of Board members; and
- Making recommendations to the Board as to the policy on the terms of appointment of Non-Executive Directors.
- Succession Planning
- Reviewing annually succession plan of the Board.
- Board Evaluation
- Considering and setting criteria for the performance review of each Non-Executive Director;
- Ensuring that an annual performance evaluation is undertaken on the effectiveness of the Board, each committee of the Board and the contribution of each Director;
- Reviewing the results of the board evaluation processes that relate to the Board composition; and
- Reporting the conclusions and recommendations of annual board evaluation and individual performance evaluations to the Board.
- Board/Board Committee Composition
8. Reporting Responsibilities
The Committee Chairman shall report the outcome of the Nomination Committee meetings to the Board and seek for approval or decision, if required.
These terms of reference was reviewed and approved by the Nomination Committee and Board on 26 May 2022.