The role of the Nominating Committee is to recommend candidates with an optimal mix of qualifications, skills, expertise and experience to the Board for all directorships of the Company and to ensure that the Company recruits and retains the best available executive and non-executive directors.The final decision on the appointment of any directors of the Company shall be determined by the Board.
The Nominating Committee shall comprise exclusively of non-executive directors and a majority of whom shall be independent. The performance assessment of the Nominating Committee should be carried out by the Board, benchmarking the activities it carries out against its terms of reference as approved by the Board.
Two (2) members of the Nominating Committee shall constitute a quorum.
Frequency of Meetings
The Nominating Committee should meet at least once a year to carry out the activities as enshrined in its terms of reference, or more frequently when the need arises.
A resolution in writing signed or approved by letter, telegram, telex or telefax by all the Committee Members whether within or outside Malaysia and who are sufficient to form a quorum, shall be as valid and effectual as if it had been passed at a meeting of theNominating Committee duly convened, held and constituted. Any such resolution may consist of several documents in like form, each signed by one or more Committee Members.
Duties and Responsibilities
The Committee shall:-
Recommend to the Board candidates for all directorships to be filled by the shareholders or the Board, taking into consideration the candidates’:
Skills, knowledge, expertise and experience;
In the case of candidates for the position of independent non-executive directors, the nominating committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executives directors.
Consider, in making its recommendation, candidates proposed by the Managing Director and within the bounds of practicality, by any senior management or any director or shareholder;
Recommend to the Board, candidates to fill the seats on Board committee;
Assist the Board in an annual review of the required mix of skills and experience and other qualities including core competencies which non-executive directors should bring to the Board;
Annually assess the effectiveness of the Board as a whole, the Board committees and the contribution of each individual director, including independent non-executive directors, Managing Director and Chairman. All assessments and evaluations carried out by the Nominating Committee in the discharge of all its functions should be properly documented;
Facilitate and coordinate the annual board effectiveness assessment process, and report to the Board at the end of each fiscal year with an assessment of the Board’s performance and areas in which the Board, Board committees or individual director could improve on;
Assess the desirable balance in Board membership, considering the structure and development of excessive number of directorships;
Assess desirable number of independent directors;
Recommend individuals for nomination as members of the Board by assessing the desirability of renewing existing directorships. Due consideration should be given to the extent to which the interplay of the Director’s expertise, skills, knowledge and experience was demonstrated with those of other board members;
Reporting to the Board on succession planning for the Board Chairman and Managing Director.
Assist the Board to do an annual assessment of the independence of its Independent Directors.
Recommend the continuation (or not) in service of any director who has reached the age of 70.
Audit Committee Term of Reference
An independent Audit Committee is a fundamental component of good corporate governance.
The Audit Committee is established by the Board as a sub-committee and its powers are delegated by the Board. The Board retains responsibility for decisions, performance and outcomes of the Audit Committee and does continually monitor the Audit Committee’s activities.
The roles, composition and necessary powers and responsibilities of the Audit Committee would be set out in its Terms of Reference.
The Audit Committee has the principal objective of assisting the Board of Directors of the Company and its subsidiaries to fulfill its oversight responsibilities in areas such as financial reporting, internal control systems, risk management systems, corporate governance, business and public accountability and, last but not least, the internal and external audit functions.
Membership and Composition
The Committee shall be appointed by the Board from amongst the Directors and all of whom must be Non-Executive Directors and shall consist of not less than three (3) members with the majority being Independent Directors.
At least one member of the Committee:-
must be a member of the Malaysian Institute of Accountants; or
if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and –
he must have passed the examination specified in part I of the First Schedule of the Accountant Act 1967; or
he must be a member of one of the association of accountants specified in part II of the First Schedule of the Accountant Act 1967; or
fulfills such other requirements as prescribed or approved by the Exchange.
No Alternate Director shall be appointed as a member of the Committee.
The Audit Committee shall elect a chairman from amongst its members who is an Independent Non-Executive Director.
If a member of the committee resigns, dies or for any reason ceases to be a member with the result that the numbers is reduced to below three (3), the Board shall within three (3) months of the event appoint such number of new members as may be required to fill the vacancy.
The Board shall review the terms of office and performance of the committee members annually to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.
Meetings shall be held once every quarter. The Chairman shall call a meeting of the Committee if requested to do so by any Committee member, the management or the internal or external auditors. The quorum of the meeting shall be two members, the majority of whom must be independent.
Attendance at Meetings
The Finance Manager, Internal Auditor and representative of the External Auditors should normally attend meetings. The Audit Committee may invite any person to be in attendance to assist in its deliberation.
The Company Secretary shall be the Secretary to the Audit Committee.
Duties and Responsibilities:-
Review with the External Auditor, the audit scope and plan, including any changes to the planned scope of the audit plan.
Review the adequacy of the internal audit scope and plan, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work.
Review the external and internal audit reports to ensure that appropriate and prompt remedial action is taken by management on major deficiencies in controls or procedures that are identified.
Review major audit findings and the management’s response during the year with management, External Auditors and Internal Audit Team, including the status of previous audit recommendations.
Review the assistance given by the Group’s officers to the auditors, and any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.
Review the appointment and performance of External Auditors, the audit fee and any question of resignation or dismissal before making recommendations to the Board.
Review the adequacy and integrity of internal control systems, including enterprise risk management, management information system, and the Internal Auditors’ and/or External Auditors’ evaluation of the said systems.
Direct and where appropriate supervise any special projects or investigation considered necessary, and review investigation reports on any major defalcations, frauds and thefts.
Duties and Responsibilities (cont’d)
Review the quarterly results and the year end financial statements, prior to the approval by the Board focusing particularly on:
changes in or implementation of major accounting policy changes;
significant or unusual events; and
compliance with accounting standards and other legal requirements.
Review procedures in place to ensure that the Group is in compliance with the Companies Act 1965, Listing Requirements of Bursa Malaysia Securities Berhad and other legislative and reporting requirements.
Review any related party transaction and conflict of interest situation that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises question on management integrity.
Performing any other relevant duties assigned by the Board of Directors.
The Audit Committee is authorized by the Board to investigate any activity within the Committee’s terms of reference. It shall have full and unrestricted access to any information pertaining to the Company or the Group.
The Committee shall have direct communication channels with both the External Auditors and Internal Audit Team. The Committee shall also have the right to obtain outside legal or other independent professional advice and to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of the other directors and employees of the Company, whenever deemed necessary.