The Board of Directors shall elect the Nomination Committee (“the Committee”) members from amongst themselves, comprising exclusively of Non-Executive Directors, a majority of whom are Independent Directors and number at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.
The Chairman of the Committee shall be an Independent Non-Executive Director or Senior Independent Non-Executive Director appointed by the Board. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the Company’s expense, as and when it considers necessary in the discharge of its responsibilities.
The primary objective of the Committee is act as a committee of the full Board to assist in discharging the Board’s responsibilities in the following areas:-
The duties of the Committee shall be to:-
6. REPORTING RESPONSIBILITIES
The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters with its duties and responsibilities.
The Committee shall make whatever recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed.
The Committee shall produce a report to be included in the Company’s Annual Report about its activities in the discharge of its duties and the process used to make appointments and explain if external advice or open advertising has not been used.
7. ANNUAL GENERAL MEETING
The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.
The minutes of meetings of the Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Committee.
9. REVISION OF THE TERMS OF REFERENCE