Nomination Commitee

icapital.biz BERHAD (674900-X)

(Incorporated in Malaysia)

TERMS OF REFERENCE OF NOMINATION COMMITTEE

1. CONSTITUTION

The Board of Directors has established a Committee of the Board to be known as the Nomination Committee.

2. COMPOSITION OF NOMINATION COMMITTEE

2.1. The Nomination Committee shall be appointed by the Board of Directors from amongst their members and shall consist of at least three (3) members composed exclusively of non-executive directors, a majority of whom are independent.

2.2. The members of the Nomination Committee shall elect a Chairman from amongst its members who shall be an Independent Director.

3. MEETING

3.1 Quorum

The quorum for meeting of the Nomination Committee shall be two (2) members. In the absence of the Chairman of the Nomination Committee, the members present shall elect one of their numbers to chair the meeting.

3.2 Frequency of Meetings

The Nomination Committee shall meet at least once in each financial year. Additional meetings may be called as and when required.

3.3 Venue and Participation

The Nomination Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enable the Nomination Committee members as a whole to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior to or at the meeting.

3.4 Notice

Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the member either personally or by fax or e-mail or by post or by courier to his registered address as appearing in the Register of Directors or to the address provided by the Nomination Committee member, as the case may be.

3.5 Attendance

The Nomination Committee may extend an invitation to other board members and service providers to attend meetings as it deems necessary.

3.6 Voting

A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.

3.7 Keeping of Minutes

Minutes of each meeting signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.

3.8 Custody, production and inspection of such minutes

Minutes shall be kept by the Company at the Registered Office or any other place as may be determined by the Directors and shall be open to the inspection of any Nomination Committee member or Board member without charge.

4. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Nomination Committee includes:-

  1. To propose, consider and recommend to the Board, candidates for directorships to be filled by the Board or shareholders.

In making its recommendations, the Nominating Committee take into consideration the following criteria:-

  • the candidate‚Äôs character, integrity, competence and time to effectively discharge his/her role as a Director of the Company;
  • whether the candidate is of good repute and possess the necessary experience for the performance of his/her duties;
  • whether the candidate has any conflict of interest with the Company;
  • any other relevant criteria as may be determined by the Nomination Committee from time to time.
  1. To assess annually, the effectiveness and required mix of skills and experience and other qualities, including core competencies of the Board as a whole, the committees of the Board and the contribution of each existing Director and thereafter, recommend its findings to the Board.
  1. To recommend to the Board, Directors to fill the seats on Board Committees.
  1. To consider and examine such other matters as the Nomination Committee considers as appropriate.
  1. To develop the criteria to assess the independence of Independent Directors and assist the Board in undertaking an annual assessment on the independence of Independent Directors.
  1. To facilitate board induction for newly appointed Directors and assist the Board in identifying suitable training programmes for Directors.
  1. To facilitate the achievement of board gender diversity policies and targets.
  1. To review the rotation of directors due for retirement at annual general meetings and make a recommendation to the Board.

5. CIRCULAR RESOLUTIONS

A resolution in writing signed or approved via letter, telex, facsimile, email by all Committee members shall be effective for all purposes as a resolution passed at a meeting of the Nomination Committee duly convened, held and constituted. Any such resolution may be contained in a single document or may consist of several documents all in the like form signed by one or more members.

6. SECRETARY

The Company Secretary of the Company or such substitute as appointed by the Directors or the Nomination Committee from time to time shall act as the Secretary of the Nomination Committee.