Objective
The objective of the Nomination Committee (the “Committee”) shall be to propose new nominees to the Board and to assess existing Directors on an on-going basis. The Committee also recommends to the Board, candidates for senior management proposed by the Managing Director. The ultimate decision as to who shall be nominated should be the responsibility of the full Board after considering the recommendations of the Committee.

Membership

• The Committee shall be appointed by the Board of Directors from among their number and shall comprise not fewer than three (3) in number.
• The members of the Committee shall be non-executive Directors, a majority of whom must be independent.
• The members of the Committee shall elect a Chairman from among their number who is an Independent Director or Senior Independent Director of the Company.
• In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall, within three (3) months fill the vacancy.

Duties

• To recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board and to review the Board’s policies and procedures for the selection of Board members. In making the recommendations, the Committee will also consider candidates proposed by the Managing Director, any senior management, any Director or shareholder or through independent sources engaged by the Board. In making its recommendations, the Committee shall assess and consider the candidates’:
  • skills, knowledge, expertise and experience;
  • professionalism;
  • commitment;
  • contribution and performance;
  • character, integrity and competence;
  • policy on Board composition having regard to the Board’s size, mix of skills, independence and boardroom diversity including gender diversity; and
  • in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-executive Directors;
• To recommend appointment of Directors to Board Committees.
• To recommend Directors for re-election or re-appointment to the Board.
• To review the term of office and performance of an audit committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.
• To determine the core competencies and skills required of Directors to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies.
• To review the Board size, Board balance and determine if additional Directors are required and also to ensure that at least half of the Board is independent.
• To undertake a review of the required mix of skills, experience and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board as well as independence and diversity (including gender diversity) of the board composition which is required to meet the needs of the Company.
• To assist the Board to implement a procedure to be carried out by the Committee for assessing the effectiveness of the Board as a whole and the Board Committees, as well as for assessing the contributions and performance of individual Directors and Board Committee members.
• To review the Board’s succession plans and training programmes for Directors.
• To evaluate and recommend the appointment of senior key management positions, including Managing Director or Chief Executive and their duties and terms and tenure of their service.
• To ensure that the positions of the Chairman and Managing Director are held by different individuals and the Chairman shall be a non-executive member of the Board.
• To assist the Board to do an annual assessment of independence of its Independent Directors and also ensure that the tenure of the Independent Directors do not exceed a cumulative term of twelve (12) years. Upon completion of the twelve (12) years, an Independent Director may continue to serve on the board as a Non-Independent Director.
  
  If the Board intends to retain an Independent Director beyond twelve (12) years, it should justify and seek annual shareholders’ approval.
  
  If the Board continues to retain the independent director after the twelfth (12) year, the Board should seek annual shareholders’ approval through a two-tier voting process.
• To review its own performance at least once a year. These Terms of Reference should be reviewed annually and be amended as required, subject to the approval of the Board
• To introduce such regulations, guidelines and/or procedures to function effectively and fulfil the Committee’s objectives.

Meetings

• The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Committee Chairman’s discretion.
• The quorum for the meeting shall be two (2) members.
• The Chairman of the Nomination Committee shall chair the meeting. In the absence of the Nomination Committee’s Chairman at any meeting, the remaining members present shall elect one of their members, who shall be an Independent Non-Executive Director to chair the meeting.

Secretary
The Secretary to the Committee shall be the Company Secretary.

Roles and responsibilities of Senior Independent Director

• Acts as a sounding board to the chairman (e.g. offer counsel to the chairman on matters such as board dynamics and concerns of stakeholders);
• Serves as an intermediary for other directors when necessary (e.g. facilitate confidential discussions with directors who may have concerns which they believe have not been properly considered by the board or which they feel may not be appropriate to raise in open forum or with the chairman directly);
• Acts as point of contact for shareholders and other stakeholders particularly on concerns which cannot be resolved through the normal channels of the chairman and/or chief executive officer;
• Provides leadership support and advice to the board in the event that the board is undergoing a period of stress (e.g. conflict between the chairman and chief executive officer or the strategy being followed by the chairman and/or executive officer is not supported by the Board);
• Leads the succession planning and appointment of board members, including the future chairman and chief executive officer; and
• Leads the annual review of board effectiveness, ensuring that the performance of each individual director is assessed objectively and holistically (i.e. the views of all the directors are obtained in an impartial manner).