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NOMINATION COMMITTEE CHARTER

  1. PURPOSE

    The purpose of this Nomination Committee Charter is to provide guideline for the organization, operation and governance of the Nomination Committee.

  2. SCOPE

  3. REFERENCE

  4. DEFINITIONS/ABBREVIATIONS

  5. GENERAL POLICY

    5.1 Objective of Nomination Committee

    The objectives of the Nomination Committee are to:

    1. Assist the Board of Directors by identifying individuals qualified to become Board members;

    2. Recommend individuals to the Board for nomination as members of the Board and its committees;

    3. Lead the Board in its annual review of the Board’s performance; and

    4. Provide oversight of the corporate governance affairs of the Board and the Company.

    5.2 Composition

    The Committee shall be appointed by the Board of Directors from amongst their members and comprising exclusively of Non-Executive Directors, a majority of whom, are independent. The Committee shall consist of not less than three (3) members.

    The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.

    If the number of members, for whatever reasons, falls below three (3), the Board of Directors shall, within three (3) months of the event, appoints such number of new members as may be required to make up the minimum number of three (3) members.

    The term of office for all members of the Committee is subject to renewal on a yearly basis.

    5.3 Nomination Committee Authority

    The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of independent legal advisors, experts or consultants, as it deems appropriate, without seeking approval of the Board or Management. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such advisors, experts or consultants retained by the Committee.

    The Committee is authorized to assess and propose new nominees for the Board and further empowered to assess the existing directors on an on-going basis. The actual decision as to who shall be nominated shall be the responsibility of the full Board after considering the recommendations of the Committee

    5.4 Nomination Committee Duties and Responsibilities

    The duties and responsibilities of the Committee are:

    1. To identify and make recommendation to the Board of Directors the nominees qualified to become Board members. The Committee shall take into consideration the qualifications for directors set forth in the Board Charter and such other factors as it deems appropriate. The Committee may consider candidates for directorships proposed by the Executive Board but is not required to do so.

    2. To assist the Board annually in reviewing the required mix of skills of experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board; and

    3. To make recommendations to the Board of Directors to fill seats on Board Committee. The Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate;

    4. To review and assess the Company’s compliance with applicable laws and regulations relating to corporate governance;

    5. To review and make recommendations about the structure and functions of Board committees, after consultation with the respective committee chairs

    6. Conduct an annual performance evaluation of the Committee and report to the Board of Directors;

    7. Review and reassess the adequacy of this Charter annually, and when considered necessary, make recommendations to the Board to modify it;

    8. To carry out annually the process to be implemented by the Board for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each individual Director;

    9. Periodically review management succession planning to address leadership continuity;

    10. To review and recommend, as appropriate, director orientation and continuing education programs for members of the Board

  6. OPERATING GUIDELINE

    6.1 The Committee is at liberty to determine the frequency of its meetings. The quorum shall consist of two (2) members.

    6.2 Directors shall not participate in decisions on their own nomination.

    6.3 The Committee may invite any person to be in attendance to assist in its deliberations.

    6.4 Operation of the Committee meeting is stipulated in the Board Charter.

    6.5 The Nomination Committee shall report to the Board on its activities through presentations during the next Board meeting and/or by submission of the Minutes of the Nomination Committee meetings to the Board.

  7. REPORTING

    7.1 The Nomination Committee shall, through its Chair, provide reports of the Nomination Committee’s meeting and actions to the Board of Directors. Such reports shall contain recommendations for Board action when required under the provision of any applicable regulation or when deemed appropriate by the Committee.

 


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