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TERMS OF REFERENCE OF THE NOMINATING COMMITTEE

Objectives

The principal objectives of the Nominating Committee (“NC”) are to assist the Board of Directors in proposing new nominees for the Board and Board Committees, to ensure that the Board has an appropriate balance of relevant skills, expertise and experience and oversees the overall composition of the Board in terms of the appropriate size and balance between the Board Committees.  For this purpose, the Committee assesses the effectiveness of the Board as a whole and performance of the Directors on an on-going basis.

 

Composition

The NC shall be appointed by the Board from amongst their numbers and shall:

  • consist of no less than three (3) members;
  • consist exclusively of Non-Executive Directors with a majority being Independent Directors; and

 

Reporting Responsibilities

The NC will report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board as it may think fit.

 

Frequency and Attendance at Meetings

The NC meetings are held as and when required, and at least once a year.

 

Quorum

A quorum shall consist of a majority of members present who must be Independent Directors.

 

Duties

The duties of the NC include the following:

  1. To bring to the Board recommendations as to the appointment, re-appointment or re-election of any Executive Director. Non-Executive Director or Independent Director with the application of the Company’s “Directors’ Fit and Proper Policy”.
  2. To ensure that the Board has an appropriate balance of relevant skills, expertise and experience and oversees the overall composition of the Board in terms of the appropriate size and balance between Executive Directors, Non-Executive Directors and Independent Directors.
  3. To assess the effectiveness of the Board as a whole and performance of the Directors on an on-going basis.

 

Circular Resolution

A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at the NC meeting.  All such resolutions shall be described as “Nominating Committee Circular Resolutions” and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book.  Any such resolution may consist of several documents in the like form, each signed by one (1) or more members.  The expressions “in writing” or “signed” include approval by legible confirmed transmission by email, facsimile, or other forms of electronic communications.

 

Reporting

The Chairman of the NC shall report on each meeting to the Board.

 

Secretary

The Secretary of the NC shall be the Company Secretary.