Terms of Reference of Nomination and Remuneration Committee

1. Objective

The establishment of the Nomination and Remuneration Committee (“NRC”), amongst others, is to assist the Board in nominating new directors, assessing annually the effectiveness of the Board and its Committee, as well as, recommending to the Board the remuneration of the Board of Directors and senior management.

2. Composition

The NRC shall consist wholly of non-executive directors, with the majority being independent directors.

3. Chairman

The Chairman and members of the NRC shall be appointed by the Board. In the absence of the Chairman, the members shall elect a Chairman for the meeting from amongst the members present.

4. Secretary

The Company Secretary shall be the Secretary of the NRC.

5. Meetings

5.1 The NRC shall meet at least two times a year. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

5.2 The chief executive officer, the group director, other Board members and employees may attend meetings upon the invitation of the NRC.

5.3 The Company Secretary will assist the Chairman in planning the NRC’s work, drawing up meeting agendas, maintaining minutes and any necessary secretarial support.

5.4 When presenting any recommendation to the Board, the NRC
will provide such background and supporting information as may be necessary for the Board to make an informed decision.

5.5 The NRC, through its Chairman, shall report to the Board at the next Board meeting after each NRC meeting.

6. Resolution in Writing

A resolution in writing, signed by all the members of the NRC for the time being entitled to receive notice of a meeting of the NRC, shall be as valid and effectual as if it had been passed at a meeting of the NRC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.

7. Minutes

7.1 Minutes of each meeting shall be kept at the registered office and distributed to each member of the NRC and also to the other members of the Board.

7.2 The minutes of the NRC meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

8. Quorum

The quorum for its meetings shall be a majority of members present.

9. Authority

The NRC shall, in accordance with a procedure to be determined by the Board and at the expense of the Company:-

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

(b) have full and unlimited/unrestricted access to all information and documents/resources required to perform its duties; and

(c) obtain independent professional or other advice.

10. Duties

The duties of the NRC shall be:-
(a) new appointments, re-election and re-appointment

  • to establish clear and appropriate criteria on the selection and recruitment of the board;
  • to consider and recommend to the Board candidates for directorship, taking into consideration the candidates’ skills, knowledge, expertise, experience, time, commitment, character, professionalism and integrity;
  • to recommend to the Board candidates to fill the seats on board committee;
  • to evaluate the balance of skills, knowledge, experience and diversity on the Board;
  • to evaluate and recommend to the Board on the re-election and re-appointment of the directors who are subject to retirement at annual general meeting; and
  • to evaluate and recommend to the Board the appointment, promotion and termination of the executive director, chief executive officer and senior management.

(b) evaluation

  • to establish clear and appropriate criteria on annual assessment of the board;
  • to assess annually the effectiveness and competencies of the Board as a whole, the Board Committees and the contribution of each individual director; and
  • to assess annually the independence of the independent directors

(c) succession planning and training

  • to establish appropriate plans for succession at Board level and senior management level; and
  • to review the training needs of the Board.

(d) remuneration

  • to establish formal and transparent remuneration policies and procedures to attract and retain Board members;
  • to review and recommend to the Board the remuneration package for executive director, chief executive officer and senior management;
  • to review with chief executive officer and executive directors, their goals and objectives and to assess their performance against these objectives as well as contribution to the corporate strategy; and
  • to review and recommend to the Board the annual increments and bonuses of executive directors and senior management team

(e) additional duties and responsibilities

  • to carry out such other responsibilities, functions or assignments as many be defined jointly by the NRC and the Board from time to time; and
  • to carry out such other responsibilities as guided by Main Market Listing Requirement of Bursa Malaysia Securities Berhad and Malaysian Code on Corporate Governance 2012.