© Adventa Berhad 2019

TERMS OF REFERENCE OF NOMINATION COMMITTEE

 

 

1. Objective

To assist the Board of Directors in their responsibilities in nominating new nominees to the Board of Directors. The Nomination Committee shall also assess the performance of the Directors of the Company on an on-going basis.

2. Composition of members

The Board of Directors shall elect the Nomination Committee members from amongst themselves, composed exclusively of non-executive directors, a majority of whom are independent. The appointment of a Committee member terminates when a member ceases to be a Director.

 

3. Chairman

The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members. The Chairman of the Committee shall be approved by the Board of Directors.

4. Secretary

The Secretary of the Nomination Committee shall be the Company Secretary of the Company.

5. Meetings

The Nomination Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

The Secretary shall on the requisition of the members of the Nomination Committee summon a meeting of the Nomination Committee except in the case of an emergency, reasonable notice of every Nomination Committee meeting shall be given in writing.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

6. Quorum

A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.

7. Authority

The Nomination Committee shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,

(a) Annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors should bring to the Board.

(b) Assess on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Director.

(c) Be entitled to the services of a Company Secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the Company’s own records and for the purpose of meeting statutory obligations, as well as obligations arising from the Listing Requirements of the Bursa Malaysia Securities Berhad or other regulatory requirements.

8. Duties and Responsibilities

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

(a) To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or the Board of Directors.

(b) To consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Director and, within the bounds of practicability, by any other senior executive or any Director or Shareholder.

(c) To recommend to the Board of Directors the nominees to fill the seats on Board Committees.

(d) To assess the effectiveness of the Board of Directors as a whole and each individual Directors/committees of the Board.

(e) To review annually the term of office and performance of the Audit Committee and each of its members to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.

(f) To act in line with the directions of the Board of Directors.

(g) To examine the size of the Board with a view to determining the impact of the number upon its effectiveness.

(h) To consider and examined such other matters as the Nomination Committee considers appropriate.