The primary objective of the Board Nomination Committee (“BNC”) is to assist the Board in the appointment of new and replacement of directors as well as assessing the performance of directors on an ongoing basis.
1.2 Duties and Responsibilities
1.2.1 The BNC is responsible for proposing new nominees for the Main Board Of Directors (“Main BOD”) and the Committees.
1.2.2 The actual decision as to who shall be nominated should be the responsibility of the BOD after considering the recommendations of the BNC.
1.2.3 Duties of BNC includes:\
a) Recommend to the Board, candidates for all directorships to be filled on the Main BOD
b) Consider in making recommendations, candidates for directorships proposed by the Chairman of the Board and, within the bounds of practicality, by any Director or shareholder. The Board Nomination Committee shall evaluate the candidates on the aspects of their:-
· skills, knowledge, expertise and experience;
· integrity; and
· for position of independent director, the candidate’s ability to discharge such responsibilities/functions independently as expected from an Independent Director.
c) Recommend to the BOD, directors to fill the seats on the board committees.
1.2.4 To develop, maintain and review the criteria used in the recruitment process and annual assessment of directors;
1.2.5. To develop the criteria for the Board to assess independence of the Independent Directors;
1.2.6 The BOD, through the BNC should annually review the required mix of skills, experiences and other qualities, including core competencies, which non-executive directors should contribute to the Board. This should be disclosed in the Annual Report as part of the Corporate Governance Disclosure.
1.2.7 To review annually the structure, size and composition of the Board and make recommendations to the Board with regard to any changes deemed necessary;
1.2.8 To assess annually the effectiveness of the Board as a whole, board committees, the contribution of each individual director as well as the assessment of the independence of the independent director(s) who has served the Company for more than nine years and who wish to be retained as independent director(s) of the Company notwithstanding; and
1.2.9. To review annually the term of office and performance of the CFM Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with the Audit Committee’s Terms of Reference.
1.3 Membership Composition
1.3.1 The BOD shall appoint the BNC from amongst their members, comprising exclusively of non-executive directors, a majority of whom must be independent. No alternate director can be appointed as a member.
1.3.2 The members of BNC shall elect a Chairman from amongst their members.
1.3.3 If for any reason, any number of members of the BNC fails to comply with the membership requirements, the BOD shall within three (3) months of the event, appoint such number of new members as may be required to fill the vacancy.
1.4 Conduct and Frequency of Meeting
1.4.1 The BNC 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 of the BOD. The BNC may invite any person to be in attendance at each meeting.
1.4.2 The Chairman and any one (1) member present shall constitute a valid quorum.
1.4.3 The Company Secretary or nominee will act as the Secretary.
1.4.4 The Secretary shall keep minutes of the meeting proceedings, issue notices of meeting and circulates minutes among members of BNC.