Nomination Committee – Terms of Reference | Seremban Engineering Berhad

NOMINATION COMMITTEE – TERMS OF REFERENCE

1. Objective

The Nominating Committee (“NC”) is formed by the Board of Directors (“Board”). Its primary function is to assist the Board in the following areas :

a)	Identifying and recommending suitable candidates for appointment to the Board and Board Committees.
b)	Assessing the effectiveness of the Directors of the Company and its subsidiaries (“Group”) on an on-going basis.

2. Composition

a)	The NC members shall be appointed by the Board, and shall compose exclusively of non–executive directors, a majority of whom are independent.
b)	The Committee shall comprise no fewer than three (3) Board members.
c)	The members of the Committee shall elect a Chairman from amongst the NC nember. The NC Chairman shall be an Independent Non-Executive Director.
d)	In the event that a member of the Committee vacates office resulting in 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 to three (3) members.

3. Secretary(ies)

a)	The Secretary(ies) of the Committee shall be the Company Secretary(ies) of the Company.
b)	The Secretary(ies) shall be responsible for drawing up the agenda, circulating it prior to each meeting and keeping the minutes of NC meetings.

4. Authority

The NC shall, in accordance with a procedure to be determined by the Board and at the cost of the Company:

a)	be able to perform the activities required to discharge its responsibilities and report to the Board its recommendations;
b)	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;;
c)	be authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers necessary at the expense of the Company; and
d)	select, engage and obtain professional advice and the services of the Company Secretary who is responsible for ensuring that the Board’s procedures are followed.

5. Duties and Responsibilities

The duties and responsibilities of the NC are as follows:

5.1. Nomination

a)	to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees; based on objective criteria, merit and with due regard for diversity in expertise, experience, integrity, time commitment, age, gender. In the case of candidate for independent position, the Committee shall also evaluate the ability to discharge such functions as expected.
b)	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;
c)	to recommend to the Board for continuation (or not) in service of Executive Director(s) and Directors who are due for retirement by rotation, in accordance with the Companies Act 2016 and/or the Constitution of the Company. The annual re-election of Director(s) should be based on satisfactory evaluation on the Director’s performance and contribution to the Board;
d)	to oversee the development of succession planning of the Board and senior management;

5.2. Evaluation

a)	to facilitate and organises the effectiveness assessment for the Board, its Committees as a whole and the contribution of each individual Director and Company Secretaries on an annual basis;
b)	to review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
c)	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 Board
d)	to review on annual basis, the length of service of each Independent Non-Executive Director and to assess their independence and ability to exercise their independent judgement or the ability to act in the best interest of the Company.

5.3. Governance

a)	to establish a policy on board composition having regard to the mix of independence and diversity (in terms of age, cultural background and gender) required to meet the needs of the Company.
b)	to develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors. To disclose the nomination, election process of Directors and criteria used in the selection process in Annual Report;
c)	to establish a set of quantitative and qualitative performance criteria for the Board and senior management;
d)	to recommend to the Board the protocol for accepting new directorships out of the Company;
e)	to define induction plan for newly appointed Directors, to review the fulfilment of director’s training, and disclose details in the annual report as appropriate;
f)	to review and report to the Board the statement with regard to the state of the NC for inclusion in the annual report of the Company;
g)	to carry out other functions as delegated by the Board.

6. Procedure of Meetings

6.1 Frequency of Meetings

The NC 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 for a meeting if a request is made by a Committee member.

6.2 Quorum

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.

The NC Chairman shall chair all the NC meetings but in the absence of the Chairman, the members of the NC present can elect from amongst themselves as the Chairman of the NC meeting.

Other Board members and senior management may be invited to attend the NC meeting.

6.3 Notice of Meetings

Reasonable notice of NC meetings shall be given in writing sent through the post, facsimile, electronic mail and by any means of telecommunication in permanent written form to all NC members, except in the case of emergency, where the NC may waive such requirement.

6.4 Voting and Proceedings of Meetings

The NC members may participate in a meeting by way of telephone and video conferencing or by means of other communications equipment whereby all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting and shall be entitled to vote or be counted in a quorum accordingly.

Questions arising at any meeting of the NC shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the NC shall have a second or casting vote. The NC member shall abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.

6.5 Circular Resolution

A resolution in writing signed by a majority of the NC members for the time being shall be as valid and effectual as if it had been passed at a meeting of the NC duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more NC members. Any such document may be accepted as sufficiently signed by a NC member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a NC member.

6.6 Minutes of Meetings

Minutes of the NC meeting shall be circulated promptly to all members of the NC and once agreed, to all members of the Board for their notation. The Secretary(ies) shall keep record of all conclusions and resolutions passed at all meetings of the NC, including the names and signatures of the attendees.

The Minutes of the NC meetings shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence of the proceedings of the meeting duly held.

Full minutes of the NC meetings shall be kept by the Secretary(ies) at the registered office.

7. Review and Amendment

a)	The Committee shall review this Terms of Reference (“ToR”) periodically to ensure it is operating in line with the latest best practice recommended by the Malaysian Code on Corporate Governance.
b)	Any revision or amendment to ToR as proposed by the Committee or Company Secretary or any consultant, shall first be presented to the Board for approval.
c)	This ToR is made available for reference on the Company’s website.

Updated as at 24 October 2024

Nomination Committee – Terms of Reference

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