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BOARD CHARTER - BOARD CHARTER PG2

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BOARD CHARTER
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ii. Nominating Committee

TERMS OF REFERENCE

Appointment/Composition

1.   The Nominating Committee shall be appointed by the Board of Directors.

2.   The Nominating Committee shall consist of not less than two (2) members.

3.   All the Nominating Committee members must be non-executive directors, with a majority of them being independent directors.

4.  The chairman of the Nominating Committee must be an independent director and shall be appointed by the Board of Directors. In the absence of the chairman of the Nominating Committee, the remaining members present shall elect one of their numbers to chair the meeting.

Meetings

1.  The Nominating Committee shall meet at least once a year and at such times, whenever they deemed necessary.

2.  The quorum of the Nominating Committee meeting shall be two (2) members, comprising a majority of independent directors.

3. The Company Secretary or the representative of the Company Secretary shall act as the secretary of the Nominating Committee.

4.  Participants may be invited from time to time to attend the Nominating Committee meeting depending on the nature of the subject under review. These participants may include the executive directors, management or any other external advisers or experts.

Authority

The Nominating Committee is authorised by the Board of Directors to carry out the duties mentioned below and the other directors and employees shall give all assistance that is necessary to enable the Nominating Committee in discharging its duties.

The Nominating Committee shall, whenever necessary and reasonable for the performance of its duties and at the Company’s cost to obtain independent professional or other advice.

Duties and Responsibilities

1. To annually assess the Board as a whole, the Board Committees and each individual directors.

2. To annually assess independence of the independent directors

3. To annually assess the term of office and performance of the Audit & Risk Management Committee and each of its members

4. To annually assess the trainings attended by the directors

5. To annually assess the composition and the diversity of the Board

6. To recommend new candidate and to assess new candidate recommended by the Board and shareholders of the Company for appointment as a director of the Company. In making its recommendations, the Nominating Committee should consider the candidates’ –

i) Education, skills, knowledge, expertise and experience;

ii) Professionalism, inter-personal skills and integrity;

iii) in the case of candidate for the position of independent directors, to evaluate the candidate’s ability and time commitment in discharging his responsibilities/functions as expected from the role of independent directors.

7. To review and recommend to the Board, the appointment and continuation in office of any independent directors who have reached the tenure of nine (9) years and above.

8. To review and recommend to the Board, the re-election of directors who retire by rotation pursuant to the provision of the Company’s Constitution, having due regard to their performance, skills and experience required.

9. To review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.

iii. Remuneration Committee

The terms and reference of the Remuneration Committee are as follows:

Appointment / Composition

1.  The Remuneration Committee shall be appointed by the Board of Directors.

2. The Remuneration Committee shall consist of not less than three (3) members, comprising wholly independent directors.

3. The Chairman of the Remuneration Committee must be an independent director and shall be appointed by the Board of Directors. In the absence of the chairman of the Remuneration Committee, the remaining members present shall elect one of their numbers to chair the meeting.

Meeting

1. The Remuneration Committee must meet at least once a year.

2. The quorum of the Remuneration Committee meeting shall be two (2) members.

3. The Company Secretary or the representative of the Company Secretary shall act as the secretary of the Remuneration Committee.

4. Participants may be invited from time to time to attend the meeting depending on the nature of the subject under review. These participants may include the executive directors, Division Heads, Internal Auditors, External Auditors and any other experts, where relevant.

Authority

The Remuneration Committee is authorised by the Board of Directors to carry out the duties mentioned below and the other directors and employees shall give all assistance that is necessary to enable the Remuneration Committee in discharging its duties.

The Remuneration Committee shall, whenever necessary and reasonable for the performance of its duties and at the Company’s cost to obtain independent professional or other advice.

Functions / Responsibilities

1. To establish and recommend to the Board, the remuneration policy of the Group

2. To review and recommend to the Board, the remuneration package of executive directors

3. To review and recommend to the Board the directors’ fees and benefits of non-executive directors for shareholders’ approval at the Annual General Meeting

4. To review and recommend to the Board, the remuneration package of senior management

5. To consider other remunerations or rewards to retain and attract directors.

 

Composition and Board Balance

1. The Board comprises four (4) non-independent executive directors and three (3) independent non-executive directors.

2. The composition equips the Board with the necessary skills of business, financial and technical experience to effectively lead and control the Company.  The Board may appoint a Senior Independent Director to whom shareholders' concerns can be conveyed if there are reasons that contacts through the normal channels of the Executive Chairman or the Managing Director have failed to resolve them.

 

Appointment

1. No candidate shall be considered for appointment as independent director if he is a former key audit partner until at least two (2) years after he/she ceases to be a partner of the firm last served as the Company’s external auditors.

2. The directorships held by the candidate at any one time must not exceed five (5) directorships in public listed companies.

3. The candidate must be able to commit sufficient time to effectively discharge his role as a director of the Company.

4. The appointment of a new director is a matter of consideration and decision by the Board as a whole upon recommendation from the Nominating Committee.

5. The Company Secretary has the responsibility in ensuring that the relevant procedures relating to the appointment of a new director is properly executed.

6. The new director must attend the Mandatory Accredited Programme (MAP) as required by Bursa Malaysia Securities Berhad. Subsequently, he is encouraged to attend trainings and determine his own training needs to update or increase his knowledge in relation to developments of laws and regulations and the business environment.

7. All directors are expected to:-

i.  provide independent opinions to the fact-finding, analysis and decision making process of the Board, based on their experience and knowledge;

ii. consider viewpoints from other Board members; make decisions and recommendations for the best interest of the Company collectively;

iii. keep abreast of the latest corporate governance guidelines in relation to the Board as a whole; and

iv.  continuously seek out best practices in terms of the processes utilised by the Board, following which these should be discussed with the rest of the Board for possible adoption.

 

Re-election/Re-appointment

1. One-third (1/3) of the Directors are subject to retirement by rotation yearly or at the interval of every three (3) years.

2. Independent directors who have served more than nine (9) years is subject to annual shareholders’ approval.

Supply of Information

1.The directors are provided with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively.

2.The management is responsible in providing the Board with the required information in an appropriate and timely manner. The Chairman, will assess the type of information required to be provided to the Board. If the information provided by the management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

3. All directors have access to the advice and services of the Company Secretaries in carrying out their duties and to ensure all rules, requirements and regulations are complied with.

4. All directors may obtain further information which they may require in discharging their duties such as seeking independent professional advice at the Company’s expense, if necessary. Before incurring any professional fees, the Director’s concerned must seek the approval of the Board.

5. A comprehensive Board papers will be circulated to all directors at least seven (7) days before the meeting.

6. The Board papers shall amongst others, include the following:

i. Financial reports of the Company;

ii. Reports by Management;

iii. Reports by Internal Auditors;

iv. Minutes of the meetings of Board Committees held

v. Directors' and Principal Officers’ dealings in securities of the Company; and

7. Minutes of Board and Board Committees’ meetings are kept by the Company Secretary at the registered office and are available for inspection by any director during office hours.

TENURE OF DIRECTORS

There is no fixed term of appointment but all directors are subject to retirement by rotation at least once every three (3) years and shall, then be eligible for re-election.

The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, the Board has to justify and seek shareholders’ approval for him to retain as an independent director of the Company. In the event, the independent director has served more than twelve (12) years, the Board shall seek shareholders’ approval vide a two tier voting process.

SUCCESSION PLANNING

The Board is responsible for the succession planning of the Group.

The succession plan policy shall include but not limited to talent identification, talent retention, internal development of key management, external sourcing, training, leadership development and the fixing of competitive compensation of key management.

DIRECTORS TRAINING

Any director appointed to the Board is required to complete the Mandatory Accreditation Programme (MAP) within four (4) months from the date of appointment.

Continuous training is important to enable the directors to effectively discharge their duties. The Directors assess their own individual training needs.

A new director on his/her first appointment shall go through an induction programme including presentations from the senior management (if deemed necessary) aimed at strengthening their understanding of the Company, the business, the environment and markets in which the Company operates.

BOARDROOM DIVERSITY

1. The Board has a policy of maintaining  a harmonious environment of people irregardless of gender, ethnicity, nationality, religion, age or status  in its boardroom, workplace including all business dealings in achieving an environment free of harassment and discrimination.

2. The strategic aim of the Company’s Boardroom Diversity is to attract, retain and develop a diverse team of competent and skilled directors towards the delivery of the Company’s objectives.

3. Selection of candidates will be based on a range of diversity perspectives, including but not limited to professional experiences, business experiences, skills, knowledge, gender, age, ethnicity and educational background. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Board’s composition (including gender, ethnicity and age) will be disclosed in the Company’s Annual Report.