Nomination Committee

COMPOSITION OF NOMINATION COMMITTEE

The members of the Nomination Committee comprises:-

TERMS OF REFERENCE OF NOMINATION COMMITTEE

Constitution

The Board has established a Committee of the Board to be known as the Nomination Committee.

Membership

• The Committee shall be appointed by the Board from amongst the directors of the Company and shall comprise exclusively of non-executive directors, the majority of whom are independent. A quorum shall be two (2) members.

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

• If a member of the Committee resigns or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new member(s) as may be required to make up the minimum number of three (3) members.

Functions

The functions of the Committee shall be:-

1. Proposing new nominees for appointment to the Board of Directors.

2. Assessing directors on an on-going basis, the effectiveness of the board and the contribution of each individual director.

3. Recommend to the board, directors to fill the seats on other board committees.

4. Review annually the mix of skills and experience and other qualities of the board members.

5. Orientating and educating new directors as to the nature of the business, current issues within the company and the corporate strategies, the expectations of the company concerning input from the directors and the general responsibilities of directors.

6. Recommend to the Board the re-election/re-appointment of directors who retire at annual general meetings.

7. Assess the independence of the Independent Directors upon admission, annually and when any new interest or relationship develops and confirm the conduct of this assessment in the annual report of the Company.

Re-election of Directors, Retirement of Directors by Rotation and Assessment of Independence of Independent Directors

In accordance with the Company’s Articles of Association, all directors who are appointed by the board are subject to re-election by shareholders at the first opportunity after their appointment. The Articles of Association also provide that at least one-third of the remaining directors be subject to re-election by rotation at each Annual General Meeting.

The Malaysian Code of Corporate Governance 2017 (“Code”) recommends that all independent directors who have served 9 years or more be put up for re-election annually, with justification from the Board on their continued independence, relevance and contributions to the Company.

The above functions should also come under the purview of the Nomination Committee.

Reporting Procedures

• The actual decision as to who shall be appointed to the Board should be the responsibility of the full board after considering the recommendations of the Committee.

• Reporting to the full board from time to time its recommendations for consideration and implementation.

ACTIVITIES OF THE NOMINATION COMMITTEE

During the financial year, the Nomination Committee, in discharging its duties and responsibilities, reviewed the size and composition of the Board, assessed the effectiveness and performance of the Board of Directors and Board Committees as well as their respective functions. The assessment and evaluation was carried out by the Nomination Committee facilitated by the Company Secretary and the process was conducted through questionnaires which were circulated to the Directors in advance for completion prior to the meeting. The Nomination Committee, upon reviewed, was satisfied that the performance of the current Board, with appropriate mix of knowledge, skills, attributes and core competencies were adequate to enable the Board to discharge its duties and responsibilities effectively, and that all the Board Committees were assessed to the effective as a whole in discharging their roles and responsibilities. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions were properly recorded and documented.

The performance of the Company Secretary was also reviewed and it was concurred and recorded that the Board is satisfied with the duties and functions performed by the Company Secretary.

In accordance with the Company’s Constitution, the Nomination Committee reviewed and determined the directors retiring by rotation of the Company’s Annual General Meeting. All retiring Directors, being eligible, have offered themselves for re-election at the Annual General Meeting.

The Nomination Committee assessed the independence of the Independent Directors of the Company including the tenure of the Independent Directors and based on the self-assessment checklist completed by all Independent Directors of the Company, the Nomination Committee and Board were satisfied that all the Independent Directors continue to demonstrate conduct and behaviour that are essential indicators of independence and that each of them continues to fulfill the prescribed definition and established criteria of independence and their ability to act in the best interest of the Company and/or the Group. The Nomination Committee and the Board are of the view that a Director’s independence cannot be determined solely with reference to tenure of service. The Group benefits from having long serving directors who have accumulated valuable knowledge of the Group’s operations and have shown competence in advising and overseeing the management of the Group.

The Nomination Committee also reviewed, in accordance with the Listing Requirements of Bursa Securities, the term of office and performance of the Audit Committee and each of its members for the year under review against the assessment checklist encompassing the review of existing requisite composition of the Audit Committee prescribed by the Listing Requirements, the terms of reference and activities carried out by the Audit Committee in the discharge of its responsibilities and was satisfied that the Audit Committee had carried out its duties in accordance with its Terms of Reference.

The Nomination Committee in discharging its duties also reviewed and discussed the training needs of the Directors and training program available to Directors to equip themselves with relevant knowledge and keep abreast of latest regulatory developments to effectively discharge their duties.

The Board is satisfied that the Nomination Committee is able to discharge its duties and responsibilities effectively. The minutes of the Nomination Committee meetings was recorded and table for confirmation at the following Nomination Committee meeting and subsequently tabled to the Board for notation. The Chairman of Nomination Committee reported to the Board the matters reviewed and discussed at the meeting and its recommendations for the Board’s consideration and decision.