Nomination Committee – Terms of Reference



1. Objective

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


2. Membership 

The Nomination Committee members shall be appointed by the Board, and shall compose 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 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. 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 have direct access to the advice and the services of the Company Secretary who is responsible for ensuring that Board procedures are followed.


4. Duties and Responsibilities

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


a) to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees;
b) to assess the effectiveness of the Board, its Committees as a whole and the contribution of each individual Director on an annual basis;
c) to review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
d) 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;
e) to recommend to the Board, Directors to fill the seats on Board Committees;
f) 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.



5. Frequency of Meetings

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

At all meetings of the Committee, the Chairman of the Committee shall preside. The Chairman may appoint the Company Secretary, failing her/him, 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.


6. Modification

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


Updated as at 11 October 2019

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