COMPOSITION OF NOMINATION COMMITTEE
The members of the Nomination Committee comprises:-
|Mr Wong Heang Fine
(Chairman of NC)
|Independent Non-Executive Director|
|Mr Cheong Marn Seng||Independent Non-Executive Director|
|Mr Loi Heng Sewn||Non-Independent Non-Executive Director|
TERMS OF REFERENCE OF NOMINATION COMMITTEE
The Board has established a Committee of the Board to be known as the Nomination Committee.
- The Committee shall be appointed by the Board from amongst the directors of the Company and shall comprise exclusively of non-executive directors, the majority of whom are independent. A quorum shall be two (2) members.
- The members of the Committee shall elect a Chairman from among their members.
- If a member of the Committee resigns or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new member(s) as may be required to make up the minimum number of three (3) members.
The functions of the Committee shall be:-
- Proposing new nominees for appointment to the Board of Directors.
- Assessing directors on an on-going basis, the effectiveness of the board and the contribution of each individual director.
- Recommend to the board, directors to fill the seats on other board committees.
- Review annually the mix of skills and experience and other qualities of the board members.
- Orientating and educating new directors as to the nature of the business, current issues within the company and the corporate strategies, the expectations of the company concerning input from the directors and the general responsibilities of directors.
- Recommend to the Board the re-election/re-appointment of directors who retire at annual general meetings.
- Assess the independence of the Independent Directors upon admission, annually and when any new interest or relationship develops and confirm the conduct of this assessment in the annual report of the Company.
Re-election of Directors, Retirement of Directors by Rotation and Assessment of Independence of Independent Directors
In accordance with the Company’s Articles of Association, all directors who are appointed by the board are subject to re-election by shareholders at the first opportunity after their appointment. The Articles of Association also provide that at least one-third of the remaining directors be subject to re-election by rotation at each Annual General Meeting.
The Malaysian Code of Corporate Governance 2012 (“Code”) recommends that all independent directors who have served 9 years or more be put up for re-election annually, with justification from the Board on their continued independence, relevance and contributions to the Company.
The above functions should also come under the purview of the Nomination Committee.
- The actual decision as to who shall be appointed to the Board should be the responsibility of the full board after considering the recommendations of the Committee.
- Reporting to the full board from time to time its recommendations for consideration and implementation.
ACTIVITIES OF THE NOMINATION COMMITTEE
The Committee met on 8 April 2016 after the close of the financial year ended 31 December 2015 to review the size and composition of the Board as well as to assess the effectiveness and performance of the Board, the Directors and the Board Committees. The Committee also determined which directors would stand for re-election at the Company’s forthcoming Annual General Meeting.
In accordance with the Code, the Committee assisted the Board to assess the independence of the Independent Directors of the Company against the established criteria for endorsement by the Board.