The members of the Committee shall comprise exclusively of Non-Executive Directors and appointed by the Board of Directors. The majority of the members of the Committee shall comprise of Independent Directors. The members of the Committee shall elect a Chairman from among their number who is an Independent Director.
The Committee shall comprise no fewer than 3 members.
The Secretary of the Company shall be the Secretary of the Committee.
The quorum of the committee shall be at least two members.
3. Meetings The Committee normally meets at least one (1) time a year, and such additional meetings as the Chairman shall decide in order to fulfil its duties. The agenda for the Committee meetings, as set by the Company Secretary in consultation with the Committee’s Chairman shall be circulated before each meeting to members of the Committee at least seven (7) days before the meeting. The Company Secretary shall be responsible for the coordination of administrative details including sending out notice of meetings, preparing and keeping minutes of meetings.
4. Authority The Committee has full and unrestricted access to any information pertaining to the Group’s affairs and business and to obtain the advice and services of the Company Secretary, management representative and, if deemed necessary and where appropriate, seek advice from other independent professional advisors for furtherance of their duties at the Company’s expense.
5. Responsibilities and Functions
The Nominating Committee is primarily responsible for the identification of the desired mix of expertise, competencies and experiences for an effective Board and the assessment of the performance of the members of the Board.
The main functions of the Nominating Committee include the following: –
(a) Review the structure, size and composition of the Board to ensure it has the appropriate balance of skills, diversity, experience, knowledge and independence;
(b) Review the leadership needs of the Group, both Executive and Non-Executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace;
(c) Recommend to the Board, candidates for appointment to the Board and/or board committees and rotation of committee chairmanship;
(d) Review on an annual the performance of individual directors, board committees and the Board as whole;
(e) Recommend to the Board, training programmes for the individual directors; and
(f) Review and recommend to the Board, the Board’s and senior management’s succession plans
In accordance with Article 103 of the Company’s Articles of Association, all directors who are appointed by the Board are subject to re-election by the shareholders of the Company at the first annual general meeting immediate after their appointment. In accordance with Article 95 of the Company’s Articles of Association, one-third (1/3) of the remaining Directors, including the Managing Director, are required to submit themselves for re-election by rotation at each annual general meeting of the Company. In addition, all Directors must submit themselves for re-election at least once every three (3) years.
The nomination of Directors for purpose of re-election shall be determined and thereafter recommended by the Nominating Committee for approval by the Board. In nominating Directors for re-election, the Nominating Committee is guided by the provisions of the Articles of Association of the Company, the Code and the Listing Requirements.
The Minutes of meetings of the Committee shall be circulated to all members of the Board.