1.1 To assist the Board of Directors (“Board”) on all new Board and Board Committee appointments and to provide a formal and transparent procedure for such appointments.
- Composition of members
2.1 The Committee and its Chairman shall be appointed by the Board from amongst its number and shall comprise not less than two (2) members, consisting exclusively of Non-Executive Directors, a majority of whom must be independent.
2.2 The Chairman of the Committee shall be an Independent Non-Executive Director.
3.1. The Company Secretary shall be the Secretary of the Committee.
4.1 Meeting shall be held at least once (1) a year with a minimum quorum of two (2) members. Additional meetings may be called at any time at the discretion of the Chairman of the Committee.
4.2 The minutes of each Committee meeting shall be tabled to the Board by the Chairman of the Committee.
- Duties and Responsibilities
The duties and responsibilities of the Committee are as follows:
5.1 Appointments, Re-appointment and Re-election of Directors
(i) To review the fit and proper policy (including addressing board quality and integrity) for appointment, re-appointment and re-election of directors of the Company and its subsidiaries.
(ii) To consider and recommend to the Board, candidates for any directorships proposed to be filled by the shareholders, the Board or the Management, taking into consideration the following criteria that fit the Group’s objective and strategic goals:
• required mix of skill, knowledge, expertise, experience and competence;
• time commitment, character, professionalism and integrity; and
• diversity in age, gender, experience and independence.
If the selection of candidates was based on recommendation made by the shareholders, the board or the Management, the Committee should explain why these source(s) suffice and other sources were not used.
(iii) Ensure every Director is subject to retirement at least once in every 3 years including the Managing Director. A retiring Director shall be eligible for re-election.
(iv) Recommend to the Board, candidates for re-election of Directors, to be approved by shareholders, pursuant to the Company’s Constitution.
5.2 Annual Performance Assessment
(i) To review annually the structure, size and composition of the Board, including the skill, knowledge, experience and diversity of the Board and core competencies which Directors (both Executive and Non-Executive) should bring to the Board.
(ii) To assess annually, the effectiveness of the Board as a whole and each Director individually, as well as the effectiveness of the various committees of the Board and to review the results of the performance evaluation thereafter.
(iii) To review annually, the term of office, competency and performance of the Audit Committee and each of its members to determine whether such Audit Committee and its members have carried out their duties in accordance with their terms of reference.
(iv) To conduct assessment annually on the independence of each of the Independent Non-Executive Directors to ensure he/she is fit and maintain independence in order to provide appropriate scrutiny and impartial judgment.
5.3 Succession Planning
(i) To review the Board’s succession planning and appointment of Directors and oversee the development of a diverse pipeline for board and management succession, including the future Chairman, Executive Directors and CEO/Managing Director.
(i) To ensure that the candidates to the Board of Directors shall possess the necessary qualifications and experience to discharge their duties. Newly appointed members of the Board of Directors shall receive an appropriate introduction into the business and affairs of the Company and the Group.
(ii) To recommend to the Board, Directors to fill the seats on Board Committees.
(iii) To facilitate Board induction and training programmes.
(iv) To review and facilitate the training needs for the Board members.
- Review of the Terms of Reference
The Committee shall recommend any changes to its terms of reference in such manner as the Committee deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary.
(Last reviewed and approved : 30 May 2022)