The Nomination Committee ("NC" or "Committee") of Computer Forms (Malaysia) Berhad ("CFM" or "the Company") shall be appointed by the Board of Directors ("Board") of the Company from among its members and shall comprise no fewer than three (3) members whereby all members must be Non-Executive Directors with a majority of whom being Independent Non-Executive Directors ("Independent Directors").
The Committee shall elect a Chairman from amongst its members who shall be an Independent Director and the elected Chairman of the Committee shall be approved by the Board. The Chairman of the Committee is not the Chairman of the Board.
In the event that the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman for the meeting.
The Committee shall meet at least once a year or more frequently as deemed necessary. In the event issues requiring the Committee's decision arise in between meetings, such issues shall be resolved through written resolutions. Such written resolutions in writing shall be valid and effectual if they are signed or approved by letter, facsimile or any electronic means by a majority members of the Committee.
For the Committee's meetings (except in the case of an emergency), reasonable notice shall be given in writing to all members of the Committee.
Other Board members and senior management may be invited to attend the Committee meetings.
A minimum of two (2) members to form the quorum.
iii. Secretary of the Committee
The Company Secretary shall be the secretary of the Committee. The Secretary shall circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee to take minutes and such minutes must be confirmed by the Committee at the next succeeding Committee meeting.
The minutes of each meeting signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting shall be evidence of the proceedings that the meeting was duly convened and held.
The functions of the Committee are as follows:-
i. To consider and recommend to the Board suitable candidates for appointment as Directors of the Company. The Committee may utilise any independent sources to identify suitably qualified candidate. The Committee shall nominate or appoint a gender diverse Board. In making a recommendation to the Board on candidates for directorship, the Committee should consider the candidates':-
a. skills, knowledge, expertise and experience;
c. integrity; and
d. in the case of candidates for the position of Independent Director, the Committee shall also evaluate the candidates' ability to discharge such responsibilities / functions as expected from Independent Director.
ii. To evaluate the required mix of skills, experience, core competencies, diversity (in terms of age, cultural background and gender) of the Board, the Board Committees and the contribution and performance of the individual Directors for the effective and efficient functioning of the Board and the Board Committees.
iii. To appraise each individual Director and Chairman of the Board including Independent Directors as well as the Executive Directors in terms of his experience, knowledge, credibility and credentials and assess their effectiveness and contribution in carrying out their obligations and duties as a Board member of the Company. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented.
iv. To examine the ability of each Director to contribute to the effective decision-making process of the Board and ensure that the Board of the Company is functioning actively, efficiently and effectively in all its decision-making.
v. To review annually, the term of office and performance of the Audit Committee ("AC") and each of its members to determine whether such AC and each of its members have carried out their duties in accordance with their Terms of Reference.
vi. To assess the effectiveness of the Board as a whole and the Committees of the Board.
vii. To review and assess the independence of the Independent Directors of the Company.
viii. To recommend to the Board concerning the re-election/re-appointment of Directors to the Board pursuant to the Company's Constitution.
ix. To oversee the development of succession planning of the Board and senior management.
x. To carry out such other functions or assignments as may be delegated by the Board from time to time.
The Chairman of the Committee should attend the general meetings of the Company to answer any questions relating to the Committee's activities.
The Board will review this Terms of Reference from time to time to ensure it remains relevant and viable to meet its objective.
This Terms of Reference was reviewed and updated by the Board of CFM on 1 July 2022.