The main functions and duties of the NRC are as follows:-
* Nomination Function
A. New Appointment
1. To consider, review and recommend the appointment of potential candidates to the Board proposed by
Management or any Director or shareholder taking into consideration the candidates' skills, knowledge,
expertise and experience, time, commitment, character, professionalism and integrity.
2. Before any appointment by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board,
and the current and future needs and size of the Company in identifying suitable candidates, the NRC may:-
- Use the services of external advisors to facilitate the search from diverse pools;
- Consider candidates from a wide range of backgrounds;
- Consider candidates on merit and against objective criteria with due regard for diversity including gender,
ethnicity and age, and appointees time commitment, skill and experience; and
- Request to consider the disclosure of any business interests that may result in a conflict of interest.
3. To recommend to the Board, candidates to fill the seats on the Board Committees in consultations with the chairmen of those
committee. In the event that the Chairman's position is to be filled, to consult with the Board.
4. To consider and recommend to the Board the candidates for Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"),
taking into consideration the candidates' skills, knowledge, expertise
and experience, time, commitment, character, professionalism, integrity and diversity on senior management.
B. Re-election, Reappointment and Resignation/Termination
1. To recommend to the Board, candidates for re-election of Directors by shareholders under the
annual re-election provisions of retirement with due consideration to the extent to which interplay of
the Director's expertise, skills, knowledge and experience with those of other Board members, as well as
their roles as committee members. Attention should be given to Independent Directors who are retained
beyond nine (9) years as the Board has to provide strong justification in exceptional circumstances
and seek shareholders' approval. If the Board continues to retain the Independent Director after the
twelfth (12) year, the Board should seek annual shareholders' approval through a two-tier voting process.
Under the two-tier voting process, shareholders' votes will be cast in the following manner at the same
• Tier 1: Only the Large Shareholder(s)1 of the Company votes;
• Tier 2: Shareholders other than Large Shareholder(s)1 votes.
Large Shareholder means a person who:
- is entitled to exercise, or control the exercise of, not less than 33% of the voting shares in the
- is the largest shareholder of voting shares in the Company; or
- has the power to appoint or cause to be appointed a majority of the Directors of the Company; or
- has the power to make or cause to be made, decisions in respect of the business or administration
of the Company, and to give effect to such decisions or cause them to be given effect to.
The decision for the resolution is determined based on the vote of Tier 1 and a simple majority
of Tier 2. If there is more than one Large Shareholder, a simple majority of votes determine the
outcome of the Tier 1 vote.
The resolution is deemed successful if both Tier 1 and Tier 2 votes support the resolution.
However, the resolution is deemed to be defeated where the vote between the two tiers differs or
where Tier 1 voter(s) abstained from voting.
2. In obtaining the shareholders' approval, the Nomination Committee should conduct
an assessment of the Independent Director and recommend to the Board whether the Independent Director
should remain independent or be re-designated.
3. Matters relating to the continuation in office of any Director at any time, including the suspension or termination
of service of an Executive Director as an employee of the
Company subject to the provisions of the law and their service contract.
4. The re-appointment of any Non-Executive Director at the conclusion of his term
of office having given due regard to his performance and ability to continue to contribute
to the Board in terms of knowledge, skills and experience requested.
C. Succession Planning
1. To understand the current performance, competencies and potential of those in key positions in senior
management in order to identify and develop plans for those key talents.
2. To make recommendations to the Board concerning the succession plans for both Executive and Non-Executive
Directors and in particular for the Chairman and the CEO and the re-appointment
of any Non-Executive Director at the conclusion of his or her specified term of office.
3. To establish a clear succession plan for senior management, giving full consideration to succession
planning in the course of its work, taking into account the challenges and opportunities facing the Company,
and the skills and expertise needed on the Board and by the Company in future. In terms of senior management,
the Committee may request from time to time detailed views (either in the form of a report or otherwise) and
work together with the CEO and/or senior management of the Company to:-
a. identify expected critical position vacancies and determine any future critical positions; and
b. identify gaps in current employees and develop individual development plans, coaching and monitoring
D. Annual Performance Assessment of Board, Board Committee, Individual Directors and CFO
1. To annually review the required mix of skills, experience, diversity and other
qualities including core competencies and effectiveness of the Board, as a whole, the Board
Committees and the contribution of each individual director. All evaluation carried out by the
Committee in the discharged of its function should be documented.
2. To annually review the time required of Non-Executive and Independent Directors. Performance
assessments should be undertaken to assess whether the Directors are spending enough time
to fulfil their duties.
3. To annually review the independence of the Independent Director and recommend to the Board whether
the Independent Director(s) who has (have) exceeding the cumulative term of nine (9) years should
remain independent or be re-designated.
4. To annually review the performance of the CFO.
5. To annually review the term of office of the Audit Committee ("AC") and each of its members to
determine whether the AC has carried out their duties in accordance with their terms of reference.
E. Continuous Education / Development
1. To identify suitable orientation, educational and training programmes for continuous development of Directors and ensure all Directors receive appropriate continuous trainings programme in order to keep
abreast with developments in the industry and with changes in the relevant statutory and regulatory requirements.
2. To assess the AC members’ knowledge on financial literacy.
F. Size of Board and Independent Directors
1. To assess the desirable balance in Board membership by reviewing the size, structure and
composition of the Board, taking into consideration the number of directorships.
2. To assess desirable number of Independent Directors.
3. To consider the representation of interest group as part of boardroom diversity and to
set up a policy on board composition. Factors to consider may include gender, race, religion,
nationality, professional background and culture.
* Remuneration Function
1. To recommend and advise the Board the remuneration and terms of conditions (and where appropriate,
severance payments) of the Managing Director, CEO, CFO and Executive Directors, ensuring that remuneration is
set at a competitive level for similar roles within comparable markets to recruit, attract, retain and motivate
high calibre, individuals and so structured as to align their interest with those of the Company and shareholders;
2. To establish a formal and transparent procedure for developing framework or policy on
remuneration packages of individual directors, taking into consideration the following:-
- In case of Managing Director, CEO, CFO and Executive Directors, the component parts of
remuneration should be structured so as to link rewards to corporate and individual performance;
- In the case of Non-Executive Directors, the level of remuneration should reflect the experience
and level of responsibility undertaken by the Non-Executive Director concerned.
3. To monitor structures and levels of remuneration for other senior management and make recommendations,
if appropriate, to ensure consistency with the Company's remuneration objectives.
4. To approve any major changes to employee compensation and benefits arrangements applicable
to the Executive Director(s) and senior management.
5. To approve incentive plans for the Executive Directors and senior management, and any amendments
to such plan; and
6. To carry out other responsibilities, functions or assignments as may be
defined by the Board from time to time.
7. To establish and review the benefits in all its form for the Executive Directors,
Non-Executive Directors, CEO, CFO and key management positions under the employment within the Group;
8. To review and approve annual salary increments and bonuses for the Executive Directors, CEO, CFO and
key management positions under the employment of the Group; and
9. To obtain external advice, where necessary, on Benefits for the Executive Directors, Non-Executive Directors
and key management positions under the employment of the Group.