Terms of Reference of The Nomination Committee
The Nomination Committee ("NC") is established in 2001 by the Board of Directors ("Board") of the Company with the specific responsibility for selection and assessment of the Directors and Senior Management. It has the duty to ensure an appropriate structure for management succession and development including an effective process for director selection and tenure and to review of the Directors and Senior Management.
The NC shall be appointed by the Board comprising exclusively of non-executive directors, a majority of whom are independent. The NC members shall elect a Chairman from among their number. The Company Secretary shall be the secretary of the NC.
The NC shall be meet at least once a year or upon the request of any of its members. The NC may invite any person to be in attendance at the meeting to assist in its deliberations.
The quorum of the meetings shall be at least two (2) members.
The NC shall report its proceedings regularly to the Board.
RESOLUTIONS AND PROPOSALS BY CIRCULATION AND MEETING USING
The NC is allowed to carry out its resolutions by way of circulation. A resolution in writing signed or approve by letter, electronic mail, telegram, telex or telexfax or other form of electronic communication by a simple majority of the NC, shall be valid effectual as if it had been passed at a meeting of the NC duly called and constituted.
The NC may meet together for dispatch of business, adjourn, and otherwise regulate their meetings as they think fit by means of any communication technology by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a NC to be in the physical presence in the meeting. The NC participating in any such meeting shall be counted in the quorum for such meeting. All effective as a resolution passed at a meeting in person of the members duly convened and held.
The NC shall not be delegated with decision-making powers but shall report its recommendations to the full Board for decision.
The NC responsibilities are as follows: -
- Proposing new nominees to the Board; and
- Assessing directors on an on-going basis
However, the actual decision for nomination shall be the responsibility of the full Board after considering the recommendations of such a committee.
In discharging its responsibilities, the NC should: -
- Recommend to the Board, candidates for all directorship to be filled by the shareholders or the Board;
- Consider, in making its recommendations, candidates for directorship proposed by the Group Managing Director and, within the bounds of practically, any director or other senior executive management or shareholder;
- Recommend to the Board, directors to fill the seats on board committees;
- Advise the board annually by reviewing its required mix of skills and experience and other qualities, including core competencies, which nonexecutives should bring to the Board. This should be disclosed in the annual report.; and
- Assessing the effectiveness of the Board as a whole, the NC of the Board and assessing the contribution of each individual director.