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TERMS OF REFERENCE

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Nominating Committee

Appointment/Composition

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

2.   The Nominating Committee shall consist of not less than 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 number 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 2 members and comprised of 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, the chief executive officer, the head of Human Resource and 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 to discharge 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 review the structure, size, gender diversity and composition of the Board.

2.  To annually review the required mix of skills, experience, competencies, independence and other qualities of Board Committees and the contributions of each individual directors.

3.  To review and recommend to the Board, the candidates for all directorships to be filled by the shareholders or the Board, as and when they arise. In making its recommendations, the Nominating Committee should consider the candidates’ –

i)     skills, knowledge, expertise and experience;

ii)    professionalism;

iii)   integrity; and

iv)   in the case of candidates for the position of independent non-executive directors, to evaluate the candidates' ability to discharge such responsibilities/functions as expected from independent non-executive directors.

4.  To give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future.

5.   To review and recommend to the Board for the appointment and/or continuation in office of chairman, managing director, executive directors and chief executives of the Group, subject to the provision of the laws and their service contract, if any.

6.   To review and recommend to the Board the appointment and continuation in office of any director who has reached the age of 70 or any independent directors who have reached the tenure of 9 years.

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

Minutes

1. The Company Secretary shall maintain minutes of the proceedings of the meetings and circulate such minutes to all members of the Committee.

 

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 3 members, a majority of them being 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 number 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 and comprised of a majority of Independent Directors.

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 Directors, Division Heads, representatives from Internal Audit Departments and External Auditors.

Functions / Responsibilities

1.  To establish and recommend to the Board, the remuneration package for Executive Directors such as the terms of employment or contract of employment/service, benefit, pension, incentive scheme, bonuses, fees, expenses, compensation payable on termination of the service contract by the Company and/or the Group etc.

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

3.  To review and recommend to the Board the remuneration packages of Non-Executive Directors for shareholders’ approval at the Annual General Meeting.

Minutes

1.  The Company Secretary shall maintain minutes of the proceedings of the meetings and circulate such minutes to all members of the Committee.

 

Audit Committee

Appointment / Composition:

1.  The members of the Committee shall be appointed by the Board.

2.  The Audit Committee shall consist of not less than three (3) members of whom:

a)   all members of the Committee must be Non-Executive Directors with a majority of them  being Independent Directors;

b)   at least one (1) member of the Committee:

i)   must be a member of the Malaysian Institute of Accountants; or

ii)    if he is not a member of the Malaysian Institute of Accountants,

a)     he must have at least three (3) years' working experience; and

* he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or

* he must be a member of one (1) of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or

iii)   he fulfils such other requirements as prescribed or approved by Bursa Securities.

c)    all members of the Committee should be financially literate.

3.   No Alternate Director shall be appointed as a member of the Committee.

4.   A quorum shall be two (2) members and composed of a majority of Independent Directors.

5.  The Chairman of the Committee shall be appointed by the members of the Committee among their number who is an Independent Director.

6.  The Board must 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.

7.  The Board shall, within three (3) months of a vacancy occurring in the Audit Committee which result in the number of members reduced to below three (3), appoint such number of new members as may be required to make up the minimum number of three (3) members.

Meetings

1.  Meetings shall be held not less than four (4) times in a year. In addition, the Chairman of the Committee may call a meeting of the Committee if a request is made by any Committee members, the Company's Executive Chairman/CEO of the Group.

2.  The Committee may also be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary. The Committee should meet with the External Auditors without Executive Board members present at least twice a year.

3.  Meeting will be attended by the members of the Committee and the quorum of the meeting is two (2) with a majority of members present must be independent Directors. The Company Secretary or any representative of the Secretary shall be the Secretary of the 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 Directors, General Managers and Division Heads, representatives from the Finance and Internal Audit Department and the External Auditors. The Head of Finance, Internal Audit and a representative of the External Auditors should normally attend meetings.

5.  On a continuous basis, the Chairman of the Committee should meet with the senior management, such as the Executive Chairman, the Chief Executive Officer, the Internal and External Auditors in order to be kept informed of matters affecting the Company.

Authority

1.  The Committee is authorised by the Board to carry out the duties mentioned below and the Board and Management shall give all assistance that is necessary to enable the Committee to discharge its duties.

2.  The Committee shall, whenever necessary and reasonable for the performance of its duties and in accordance with a procedure to be determined by the Board and at the Company's cost:

a)   have authority to investigate any matter within its terms of reference;

b)   have the resources which are required to perform its duties;

c)   have full and unrestricted access to any information pertaining to the Company;

d)  have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity (if any); and

e)   be able to obtain independent professional or other advice.

3.   The Internal Audit function reports directly to the Committee.

Functions and Responsibilities:

The functions and responsibilities of the Committee shall include the following:

1.  To discuss and liaise with the External Auditors to ensure the smooth implementation of the audit plan, review and forward the evaluation of the system of internal controls and audit report to the Board;

2.  To review the assistance given by employees of the Group to the External Auditors;

3.  To review the effectiveness of internal control systems and the findings of the Internal Auditors, if available;

4.  To review quarterly report and annual financial statements prior to the approval of the Board, focusing particularly on;

i)      changes in or implementation of major accounting policy changes;

ii)     significant and unusual events; and

iii)   compliance with accounting standards and other legal requirements.

5.  To review any related party transactions and conflict of interest situation that may rise within the Company and the Group including any transaction, procedure or course of conduct that raise questions of management integrity;

6.  To review and report the same to the Board any letter of resignation from the External Auditors of the Company as well as whether there is any reason (supported by grounds) to believe that the Company's External Auditors are not suitable for re-appointment;

7.  To make recommendations concerning the appointment of the External Auditors and their remuneration to the Board;

8.  To review the adequacy of the scope, functions, competency and resources of the Internal Audit functions and that it has the necessary authority to carry out its work;

9.  To review any appraisal or assessment of the performance of the Internal Auditors and to approve any appointment, resignation or termination of the Internal Auditors;

10. To review and verify the allocation of shares options granted to employees pursuant to the Employee Share Option Scheme;

11. To consider other topics as defined by the Board.

 

The reports of the Committee and the External and Internal Auditors and corrective action taken shall be tabled for discussion by the Board of Directors.

 

Minutes

1.  The Secretary shall maintain minutes of the proceedings of the meetings and circulate such minutes to all members of the Committee and to the Board Meeting.