Terms of Reference-Nominating Committee

1. Objectives

The Nominating Committee (“the Committee”) of Oriental Holdings Berhad was formed by the Board on 28 May 2007. Its primary function, in line with the Malaysian Code on Corporate Governance 2012 and Paragraph 15.08A(2) of the Main Market Listing Requirements of Bursa Malaysia (“Listing Requirements”), is to assist the Board in the following areas:

  • Develop and review policies and procedures governing the Board composition for effective and efficient functioning of the Board;

  • Review and assess the mix of skills, experience, size and diversity of the Board;

  • Recommend to the Board on candidates for directorship, on the re-appointment and reelection of Directors and the Directors to sit on Board Committees;

  • Facilitate relevant induction programmes for newly appointed Directors as well as continuing education programmes for existing Directors;

  • Review and assess the contribution, effectiveness and performance of individual Director, as well as the effectiveness of the Board and its Committees;

  • Review and assess the criteria for assessment of independence for Independent Directors (“IDs”); and

  • Recommend to the Board the continuation of office of the IDs whose tenure has exceeded a cumulative term of nine (9) years, as ID or Non Independent Director (“NID”) of the Company.

The existence of the Committee does not diminish the Board’s ultimate responsibility for decision-making relating to the work of the Committee.

2. Composition

The composition of the Committee shall comprise exclusively Non-Executive Directors (“NEDs”) and consist of at least three (3) members who are majority independent.

The Chairman of the Committee shall be a Senior Independent Non-Executive Director appointed by the Board.

3. Quorum and Meeting Procedures

The Committee shall meet at least once (1) a year. More meetings may be conducted if the need arises. The quorum for a meeting of the Committee shall be two (2) Independent Non-Executive Directors, who are members, present in person. Should the Chairman of the Committee be absent from meeting, the Committee members present shall appoint a Chairman from amongst them for that particular meeting. In addition to the regular scheduled meeting, the Chairman shall call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board.

The Company Secretaries shall be appointed Secretaries of the Committee (the “Secretaries”). The Secretaries, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least seven (7) days prior to each meeting to the members of the Committee. The minutes shall be circulated to members of the Board.

4. Authority

The Board has authorised the Committee, within the scope of its duties and responsibilities set out in this Charter to:

  • perform the activities required to discharge its responsibilities and make the relevant recommendations to the Board;

  • select, engage and obtain, at the cost of the Company, professional advice in order for the Committee to carry out its duties; and

  • have full and unrestricted access to information pertaining to the Company.

5. Attendance

The Chairman of the Committee, or the Committee members, with the approval from the Chairman, may invite any person or persons to attend the Committee meetings, but not necessarily for the full duration of the meeting.

6. Duties

The duties of the Committee are as follows:

A. Board composition

  • develop and review the Board Diversity policy to ensure a diverse range of qualified candidates are considered for Board appointments;

  • consider the size of the Board and Board Committees with a view of determining the impact of the number upon the Board’s and Board Committees’ effectiveness and recommend to the Board any improvements to be made;

  • develop and review a Board skills matrix and using the matrix to identify any gaps in the experience, skills and background, including gender diversity generally, of Directors on the Board; and

  • review and oversee the development of a succession planning framework for Board members.

B. Board nomination and election process of Directors

  • review the nomination and election process of Directors, including that for candidature in Board Committees;

  • develop, maintain and review the criteria to be used in the recruitment process;

  • make recommendations to the Board, candidates for all directorships in the Company. In making recommendations, the Committee shall also consider potential candidates identified by the Directors, Senior Management and/or shareholders. All candidates shall be assessed for suitability based on the following criteria:

    - skills, knowledge, expertise and experience;

    - professionalism;

    - diversity;

    - level of integrity;

    - commitment;

    - competence;

    - character;

    - contribution and performance;

    - number of directorships and other external obligations held which may affect time commitment and value contribution; and

    - in the case of candidates for the position of ID, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/ functions as are expected from IDs.

  • recommend to the Board, Directors to fill the seats on Board Committees;

  • set out and communicate the expectations of Directors regarding the level of contribution and time commitment, and obtain this commitment in writing including an indication of time that will be spent on the appointment, from the Directors upon appointment;

  • ensure that on appointment to the Board, NEDs receive a formal letter of appointment setting out clearly what is expected of them in terms of the time commitment, accompanying with a copy of the Board Charter;

  • the appointment of any Director to executive or other office; and

  • review the re-appointment and re-election process of Directors having due regard to their performance and ability to continue to contribute to the Board in the light of knowledge, skills and experience required.

C. Assessment of the Board, Board Committee and Individual Directors

  • develop, maintain and review the criteria to be used in the assessment of Board, as a whole, Board Committees and individual Directors;

  • conduct annual assessments on the effectiveness of the Board, as a whole, Board Committees and the contribution of each individual Director;

  • conduct annual review on the required mix of skills, experience and other qualities of the Board, including core competencies which NEDs shall bring to the Board; and

  • develop and review the criteria to assess the independence of INEDs.

D. Induction and Training of Directors

  • recommend to the Board and facilitate appropriate induction and education programme for new Directors;

  • evaluate the training needs of Directors based on Directors’ feedback and results from assessments and propose relevant training courses; and

  • ensure that the Directors are kept abreast of all regulatory changes and developments in the business environment.

7. Reporting

The Chairman shall report on each meeting of the Committee to the Board regarding all relevant matters and appropriate recommendations, for notation or approval by the Board.

8. Committee Ethics and Procedures

All members shall safeguard internal committee communications concerning any candidates and treat them as strictly private and confidential, and for the use of Committee members only, except for meeting minutes which shall be circulated to all members of the Board.

The Committee may be required to check references and consult selected third party sources on a confidential basis before making its final recommendations. The Committee shall work diligently amongst the members of the Board in performing its evaluations and adhere to the Code of Ethics.

9. Review of the Terms of Reference

The terms of reference shall be reviewed by the Committee as and when required. All amendments to the terms of reference must be approved by the Board.

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