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Nomination Committee – Terms of Reference

NOMINATION COMMITTEE – TERMS OF REFERENCE  

 

Objective

The objective of the Nomination Committee is to identify and recommend to the Board of Directors (“the Board”) the suitable nominees for appointment to the Board and Board Committees .

 

Composition

The Nomination Committee shall be appointed  by the Board, composed exclusively of non­ executive directors, a majority of whom are independent.

The Committee shall comprise no fewer than three (3) Board members.

The members of the Committee shall elect a Chairman from among their number.

In the event that a member of the Committee vacates office resulting the total number to reduce to below three (3), the Board shall, within three (3) months of that event, appoint a new member to make up the minimum number of three (3) members .

 

Meeting

The Nomination Committee shall meet at least once a year and such additional meetings as may be required for the Committee to fulfil its duties. In addition, the Chairman may call a meeting if a request is made by the Committee member.

At all meetings of the Committee, the Chairman of the Committee shall preside. The Chairman may appoint the Company Secretary, failing her, a secretary to record the proceedings of all meetings and administration of the affairs of the Committee .

A quorum shall consist of a majority of the members of the Committee. No business shall be transacted at any meeting unless a quorum is present.

 

Authority

The Nomination Committee is authorised to be supplied in a timely manner with information in a form and of a quality appropriate to enable it to carry out its duties effectively.

The Committee may also obtain direct access to the advice and the services of the Company Secretary who is responsible for ensuring that Board procedures are followed .

 

Duties and Responsibilities

The duties and responsibilities of the Nomination Committee are as follows :

  • to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees;
  • to assess the effectiveness of the Board, its Committees as a whole and the contribution of each individual Director on an annual basis;
  • to review regularly the board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
  • to consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer or any other senior executive or any director or shareholder;
  • to recommend to the Board, Directors to fill the seats on board comm ittees ;
  • to assist the Board in its annual review of its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the

 

Modification

The terms and prov1s1ons herein contained are subject to rev1s1on by way of modifications, additions or otherwise as the Board may in its discretion deem fit from time to time .

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