Terms Of Referance Nominating and Remuneration Committee
1. Composition
The primary objective of the Nominating and Remuneration Committee (“NRC”) is to recommend to the Board the nomination and remuneration of Executive Directors, Non-Executive Directors and Chief Executive Officer. However, the determination of the remuneration will rest as a matter for the Board as a whole. The individuals, whether Executive Directors or Non-Executive Directors, should play no part in decisions and/or approval of their own remuneration.
2. Procedure of Meetings
(a) The members of the NRC shall be appointed by the Board of Directors from amongst their members. The NRC shall consist of at least two (2) members and exclusively of Non-Executive Directors, the majority of whom shall be Independent Directors.
(b) The members of the NRC shall elect a Chairman from amongst its members. The Chairman shall be an independent Non-Executive Director.
(c) In the event of any vacancy which results in the number of members in the NRC being reduced to below two (2), the vacancy must be filled within three (3) months.
3. Procedure of Meeting
2.1 Frequency and Proceedings of Meeting
(a) The members shall meet as and when the NRC deems necessary with due notice of issue to be discussed.
(b) The quorum for meeting of the NRC shall be two (2) members of which the majority of members present must be Independent Non-Executive Directors.
(c) Questions arising at any meeting shall be decided by a simple majority of votes. In case of an equality of votes, the Chairman of the NRC shall have a second or casting vote.
(d) The Company Secretary shall be the Secretary of the ARMC.
(e) In the event if the elected Chairman is not able to attend a meeting, a member who is an Independent Director shall be nominated as a Chairman for the meeting.
(f) Other members of the Board and officers of the Company and its Group may attend the meeting (specific to the relevant meeting) upon invitation of the NRC.
4. Duties and Responsibilities The duties and responsibilities of the NRC shall include the following:-
(a) To identify and recommend to the Board, candidates for directorship of the Company and its subsidiaries. In making its recommendations, the Committee shall assess and consider the following attributes or factors:-
• skills, knowledge, expertise and experience;
• professionalism;
• commitment (including time commitment) to effectively discharge his/her role as a Director;
• contribution and performance;
• background, character, integrity, and competence;
• in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-Executive Directors; and
• Boardroom diversity including gender diversity.
(b) To recommend to the Board, Directors to take up seats on Board Committees.
(c) To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors. The nomination and the election process should be disclosed in the annual report.
(d) To review annually the required mix of skills, experience and other qualities of the Board, including core competencies which Non-Executive Directors should bring to the Board. This activity shall be disclosed in the Annual Report of the Company.
(e) To access annually the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his time commitment, character, experience and integrity. All assessment and evaluations carried out by the Committee in the discharge of all its functions shall be properly documented.
(f) To assess annually the effectiveness and performance of the Chief Executive Officer and Executive Directors.
(g) To assess annually the independence of its independent directors.
(h) To review, at least once a year, its own performance and Term of reference to ensure it is operating at maximum effectiveness and recommend any charges it considers necessary to the Board of approval.
(i) To recommend to the Board the remuneration of Executive Directors and Non-Executive Directors in all its forms and to review the Group’s Remuneration policies and procedures which should be disclosed in the Annual Report. The level of remuneration should be aligned with the business strategy and long-term objectives of the Company, complexity of the Company’s activities, and reflects the experience and level of responsibilities undertaken by the Executive Directors.
(j) To review and advise the Board on the terms of appointment and remuneration of the Chief Executive Officer
(k) To review, discuss and report to the Board on succession planning for the Board Chairman, Chief Executive Officer, Key Management Officer. The Board should work with the NRC to evaluate potential successors.
(l) To oversee any major changes in employee remuneration and benefits structures throughout the Company and the Group.
(m) To seek external advice, where necessary to ascertain and determine the remuneration package for the Directors.
(n) To carry out any other function that may be mutually agreed upon by the NRC and the Board which would be beneficial to the Company and ensure the effective discharge of the NRC’s duties and responsibilities.