TERM OF REFERENCE OF NOMINATION COMMITTEE
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.
2.3. Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary. The Committee will review and recommend, to the Board for approval, another candidate to fill up such vacancy.
2.4. No Alternate Director shall be appointed as a member of the Committee.
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.
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.
The Nomination Committee may extend an invitation to other board members and service providers to attend meetings as it deems necessary.
The Nomination Committee, if necessary, may engage a professional, experienced and independent party to facilitate the Board evaluation.
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.
4. DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Nomination Committee includes:-
- To propose, consider and recommend to the Board, candidates for Board, Board Committees and directorships.
- In making its recommendations, the Nominating Committee may consider using independent sources as well as take into consideration the following criteria:-
- the candidate’s skills, knowledge, expertise, experience, cultural backgrounds, gender, age, 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.
- 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.
- To consider and examine such other matters as the Nomination Committee considers as appropriate.
- 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.
- To facilitate board induction for newly appointed Directors and assist the Board in identifying suitable training programmes for Directors.
- To facilitate the achievement of board gender diversity targets.
- To review the rotation of directors due for retirement at annual general meetings and make a recommendation to the Board.
- To assess annually the term of office and performance of the Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with the terms of reference.
The Nomination Committee meetings shall be governed by the provisions of the Company’s Constitution relating to meetings unless otherwise provided for in this Terms of Reference.
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.
- 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.
- The Company Secretary shall have the following responsibilities:-
- (i) ensure all meetings are arranged and held accordingly;
- (ii) draw up meeting agenda in consultation with the Chairman and circulate the agenda together with the relevant papers within five (5) days prior to each meeting to enable full and proper consideration be given to issues.
- (iii) prepare the minutes of the Committee meetings and record the conclusions of the Committee in discharging its duties and responsibilities;
- (iv) ensure the minutes are endorsed by the Chairman before circulating promptly to all members of the Committee and make the same available to Board members who are not members of the Committee; and
- (v) ensure that the minutes of the Committee meetings are properly produced and kept at the registered office of the Company. The minutes shall be open for inspection by the Board. Any request by other persons to inspect the minutes shall be subjected to the approval of the Committee.
7. REVIEW OF THE TERMS OF REFERENCE
7.1. This Terms of Reference shall be reviewed periodically as and when necessary.
7.2. Any revision of amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval.
7.3. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended. The Terms of Reference was subsequently updated on 9 April 2018.
7.4. The Terms of Reference is made available for reference in the Company’s website at www.icapital.my.