1. MEMBERSHIP

(a) The Nomination Committee shall be appointed by the Board of Directors (“the Board”) from amongst the Directors of the Company and shall consist of not less than three (3) members.

(b) All members of the Nomination Committee must be Non-Executive Directors, with a majority of them must be Independent Directors.

(c) The Chairman of the Nomination Committee shall be a Senior Independent Director or an Independent Director appointed by the Board.

(d) No alternate director shall be appointed as a member of the Nomination Committee.

(e) In the event of any vacancy in the Nomination Committee resulting the number of Nomination Committee members being reduced to below three (3), the Board must fill the vacancy within three (3) months from the date of occurrence of that event.

2. MEETINGS AND ADMINISTRATIVE MATTERS

(a) The Nomination Committee shall meet at least once a year. Additional meetings may be held as decided by the Chairman.

(b) The Nomination Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enables the Nomination Committee members to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior to or at the meeting.

(c) The quorum for each Nomination Committee meeting shall be at least two (2) members, the majority of whom must be Independent Directors. If at any meeting, the Chairman of the Nomination Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Nomination Committee present shall choose one of their number who shall be an Independent Non-Executive Director to chair that meeting.

(d) Matters at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote. However, at meetings where two (2) members are present or when only two (2) members are competent to vote on an issue, the Chairman of the Nomination Committee shall not have a second or casting vote.

(e) The Nomination Committee may extend an invitation to other board members, Management or employees to attend the Nomination Committee meetings as it deems necessary.

(f) The Company Secretary or such substitute as appointed by the Board or the Nomination Committee from time to time shall be the Secretary of the Nomination Committee. The Secretary shall be entrusted to record all proceedings and minutes of all meetings of the Nomination Committee.

(g) The Chairman of the Nomination Committee shall report to the Board on its proceedings after each meeting on matters within its duties and responsibilities. The Nomination Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

(h) The Nomination Committee shall produce a statement to be included in the Company’s Annual Report about its activities in the discharge of its duties, the nomination and election process and explain if external advice or open advertising has not been used. The statement shall include the assessment undertaken by the Nomination Committee in respect of the performance of the Board, Board Committees and individual Directors together with the criteria used for such assessment and the application of the Directors’ fit and proper policy during the financial year for the appointment and re-election of Directors.

(i) In the event the Nomination Committee require matters to be approved by way of a written resolution, a resolution in writing signed or approved by letter or telefax or other electronic means by all members of the Nomination Committee, shall be as valid and effectual as if it had been passed at a meeting of the Nomination Committee duly called and constituted. Any such resolution may be executed in any number of counterparts, each signed by one or more members of the Nomination Committee all of which taken together and when delivered to the Secretary shall constitute one and the same resolution.

(j) The notice of the Nomination Committee meetings and meeting materials shall be circulated at least five (5) business days before each meeting to members of the Nomination Committee. Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Nomination Committee member either personally or by fax or e-mail or by post or by courier to his/her registered address as appearing in the Register of Directors or to the address provided by the Nomination Committee member, as the case may be.

(k) The Company shall cause minutes of all proceedings of the Nomination Committee meetings to be entered in books kept for that purpose. Minutes of each meeting signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The books containing the minutes of proceedings of the Nomination Committee meetings shall be kept by the Company at the Registered Office or any other place as may be determined by the Board and shall be open to the inspection of any member of the Board.

(l) The Chairman of the Nomination Committee should attend the Annual General Meeting to answer to any shareholder questions on the Nomination Committee’s activities.

3. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Nomination Committee include the following:

(a) identify, consider and recommend to the Board candidates for directorships of the Company, relying on sources from existing Board members, Management, major shareholders and other independent sources such as executive search firms etc. If the selection of candidates was solely based on recommendations made by existing Board members, Management or major shareholders, the Nomination Committee shall explain why these source(s) suffice and other sources were not used. In making the recommendations, due consideration shall be given to:

(i) the candidates’ skills, knowledge, expertise and experience, professionalism, character, integrity, reputation and competence;
(ii) commitment (including time commitment) to effectively discharge his/her role as a Director;
(iii) merit and against objective criteria with due regard for the benefits of boardroom diversity including gender, age, ethnicity, cultural background and skills;
(iv) in the case of candidates for the position of Independent Directors, the Nomination Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Directors; and
(v) in considering independence, it is necessary to focus not only on the candidates’ background and current activities that would qualify them as independent but also whether the candidates can act independently of management;

(b) review the Board’s policies and procedures for the selection of Board members;

(c) to develop, maintain and review the criteria to be used in the annual assessment of Directors;

(d) recommend to the Board, Directors to fill the seats on each Board Committees;

(e) facilitate Board induction programme for newly appointed Directors and assist the Board in identifying suitable training programmes for Directors;

(f) review the succession plans of Directors and Senior Management; review annually the structure, size and composition (including the required mix of skills, experience and other qualities of the Board, including core competencies which Non-Executive Directors should bring to the Board);

(g) assess annually the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director as well as the performance of the Senior Management including their time commitment, character, experience, integrity and their performance in addressing the Company’s material sustainability risks and opportunities vide a formal and objective assessment. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions shall be properly documented;

(h) assess annually the effectiveness and performance of the Executive Directors;

(i) review the character, experience, integrity, competence and time commitment of Chief Executive and Chief Financial Officer* to ensure that they have effectively discharge the roles as Chief Executive and Chief Financial Officer;

(j) assist the Board in undertaking an annual assessment of the independence of Independent Directors;

(k) facilitate the achievement of board and diversity policies and targets;

(l) ensure the Board comprises at least 1 woman director and strive to achieve 30% women Directors on Board;

(m) to review the participation of women in Senior Management to ensure there is healthy talent pipeline;

(n) consider and recommend the Directors for retirement and re-election at each Annual General Meeting contingent on satisfactory evaluation of the Directors’ tenure, performance, contribution to the Board and the current composition of the Board;

(o) carry out any other functions that may be directed by the Board from time to time;

(p) assess annually the term of office and performance of the Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with their Terms of Reference.

The Chairman of the Nomination Committee shall lead the succession planning and appointment of Board members (including the position of Chairman) and lead the annual review of Board effectiveness by ensuring that the performance of each individual director is independently assessed.

The Nomination Committee, whether as a full committee or in their individual capacity, shall be able to obtain independent professional advice at the Company’s expense in accordance with the procedures set out in the Board Charter, as and when deemed necessary.

4. REVIEW OF THE TERMS OF REFERENCE

(a) The Terms of Reference will be reviewed as and when required and updated in accordance with the needs of the Company and any new regulations. Any revision or amendment to this Terms of Reference shall first be presented to the Board for its approval.

(b) Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference.

The Terms of Reference of the Nomination Committee was last reviewed by the Board on 30 November 2022 and is made available for reference in the Company’s website.

*Definition of:-

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.