Terms of Reference of the Nomination and Remuneration Committee
Revised on 23 November 2021

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  4. Nomination and Remuneration Committee

    1. CONSTITUTION

      2. The Board resolved on 24 May 2001 to establish a committee of the Board to be known as the Nomination and Remuneration Committee (hereinafter referred to as the "Committee").


    2. MEMBERSHIP

      3. The Committee shall be appointed by the Board from amongst their members (who are not alternate directors), to comprise at least three (3) members, exclusively of non-executive directors. A majority of the Committee must be independent directors. The Chairman of the Board should not be a member of the Committee.


    3. CHAIRMAN

      4. The members of the Committee shall elect a Chairman from amongst their member who shall be an independent director or the Senior Independent Director.


    4. VACANCY, RETIREMENT AND RESIGNATION

      5. All members, including the Chairman, shall hold office only as long as they serve as directors of the Company. If for any reason the membership of the Committee fails to comply with the membership requirements, the Board shall within three (3) months of the event, appoint such number of new member as may be required to fill the vacancy.


    5. POWERS AND AUTHORITY

      6. The Committee is responsible for reviewing and proposing new nominees and composition of the Board and for assessing directors on an on-going basis. In addition, the Committee is responsible for establishing a clear, fair and transparent policy and procedure on the remuneration packages of the directors and senior management.

      The ultimate decisions of the nomination of directors and the determination of the level of remuneration shall be the responsibility of the Board as a whole after considering the recommendations of the Committee. Directors, whether executive or non-executive, shall not participate in decisions on their own remuneration packages.


    6. DUTIES AND RESPONSIBILITIES

      7. The Committee, in discharging its duties and responsibilities, shall:

      Nomination Matters

      1. Recommend to the Board, candidates for all directorships on the Board of the Company. In making its recommendations, consider the candidates'-
        • skills, knowledge, expertise, qualifications and experience;
        • professionalism;
        • integrity; and
        • in the case of candidates for the position of independent directors, also evaluate the candidates' ability to discharge such responsibilities/functions as expected from an independent director.
      2. Recommend to the Board, directors to fill the seats on all the Board Committees.
      3. To review and ensure that the composition of the Board meets the needs of the Group.
      4. In making its recommendations, consider candidates from the management and candidates as proposed by any director or major shareholder with priority to utilise other independent sources including a directors' registry and the use of independent search firms. The Committee should explain why these source(s) suffice and other sources were not used.
      5. Review and assess annually the effectiveness of the Board as a whole and the contribution and performance of each individual director taking into account the required mix of skills and experience and other qualities of the Board. In the case of independent directors, to also assess annually to ensure that their independence is not impaired by familiarity or long-standing close relationship with Board members and senior management and the directors are able to discharge such responsibilities/functions as expected from an independent director. All assessments and evaluations carried out in the discharge of all its functions should be properly documented.
      6. Review and assess the tenure of each director and recommends for the annual re-election of a director based on satisfactory evaluation of the director's performance and contribution to the Board.
      7. Review and assess annually the terms of office and performance of the Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.
      8. Review the trainings attended by the directors and evaluate the continuing education programmes and training needs for each individual director.
      9. Consider and recommend to the Board the appointment of senior management based on objective criteria, merit and with due regard for diversity in skills, experience, age, gender and cultural background, and other matters relating to their resignation, disciplinary actions and termination.
      10. Establish and as and when necessary review the Gender Diversity Policy for directors and senior management and ensure that the criteria and objectives of the policy are met in the recruitment or appointment process.
      11. Ensure that appropriate measures have been put in place to provide for the recruitment and orderly succession of the Board members and senior management in line with the Group's gender diversity objective and policy.

      Remuneration Matters

      1. Review the Remuneration Policy for directors and senior management as and when necessary and to make any amendments where necessary to ensure that it remains relevant and competitive in line with market and industry standards and practices.
      2. Review and assess annually the executive directors' remuneration package (including annual performance bonus) and framework and its cost and to determine on behalf of the Board specific remuneration packages and conditions of employment for executive directors to ensure that the Company attracts and retains those executives needed to run the Group successfully.
      3. Consider and determine the remuneration package for senior management at the point of appointment in line with the Remuneration Policy for directors and senior management.
      4. Assess and review bonus levels and the appropriateness of performance review measures for Executive Directors annually.

      Other Matters

      1. Carry out other matters as may be mutually agreed with the Board or as required under the law or by Bursa Malaysia Securities Berhad.

    7. MEETINGS

      8. The Committee shall meet at least once a year, although additional meetings may be called at any time at the Chairman's discretion and if requested by any member or Board. The Committee may invite any person to be in attendance at each meeting.

      A meeting shall be called by notice in writing of not less than seven (7) days or such shorter notice as may be agreed by the members.

      No business shall be transacted at any meeting unless a quorum of two (2) members is present.


    8. MINUTES

      9. Minutes of each meeting shall be kept and distributed to each member of the Committee and the Board. The Chairman shall report on each meeting to the Board. The secretary to the Committee shall be the Company Secretary.


    9. CIRCULAR RESOLUTIONS

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


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