2017 NOMINATING COMMITTEE'S TERMS OF REFERENCE

1. Membership

1.1 All members of the Nomination Committee ("Committee") should be exclusively non-executive directors of which a majority of whom are independent.
1.2 The Chairman of the Committee shall be the Senior Independent Non-Executive Director pursuant to the Malaysian Code of Corporate Governance.


2. Meetings

2.1 Meeting shall be held at least once a year.
2.2 The Company Secretary shall be the secretary of the Committee.
2.3 The Chairman of the Committee shall report and update the Board on issues discussed and where appropriate, make the necessary recommendations to the Board.


3. Quorum

The quorum for meeting shall be two (2) members.


4. Board Nomination ,Election and Evaluation Process

4.1 Nomination & Assessment Process

To consider any propose nomination of candidate(s) by the shareholders or the Board and to recommend to the Board for approval.

Recommend to the Board, candidates to fill the seats on the different board committees.

Prior to making its recommendation of the propose nomination of candidate(s) to the Board, the Committee should consider the proposed candidates' :-

- skills, knowledge, expertise and experience;
- professionalism;
- integrity;
- gender diversity;
- time commitment to at least attend 4 out of 5 board meetings as well as competing time commitments if the candidate also holds other directorship ;
- consideration as to the representation of the interest groups;
- assess the desirable numbers to balance Board membership, with due consideration to the structure, development and succession planning
- in the case of candidates for the position of independent non-executive directors, the Committee should also evaluate the candidate's ability to discharge such responsibilities as expected from independent non-executive directors.

4.2 Induction / Orientation of New Board Members

To establish a process where the new Board member is provided with an understanding of:

- An overview of the Company's operations
- A clear understanding of the group structure,
- Corporate mission & vision,
- Business strategies and market challenges
- The Business Code of Conduct
- Risk Management & Internal Controls
- Policies and Financial Statements
- Plant / Site visit

4.3 Annual Performance Evaluation

- - Annually, conduct and compile an assessment in accordance with the Performance Evaluation Sheet -Board and Board Committees and Performance Evaluation Sheet- Peer Evaluation Form in order to assess the effectiveness of the Board as a whole, the Board Committees, and the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer.
- Through the annual performance evaluation, determine whether a director has been adequately carrying out his/her duties as a director.
- An annual independency assessment covering a list of questions including a self-declaration by the independent director of any involvement or relation which could interfere with an independent judgment or ability to act in the best interest of the company.
- Included in the peer evaluation and independent assessment, seek to justify to the Board that an Independent Directors who have served for more than 9 years be retained as an independent director.

4.4 Retirement by Rotation

Identify and recommend directors who shall be retiring by rotation in accordance with the Company's Constitution

4.5. Training

The Nominating Committee reviews the trainings completed by all the directors but each director shall identify appropriate training that he/ she believes will enhance his contribution to the board.


The Terms of Reference of the Nominating Committee shall be reviewed as and when required and revision shall be tabled and adopted at the Board meeting.

 
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