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Terms of Reference-Nominating Committee

The duties of the Committee are as follows:

A. Board composition

  • develop and review the Board Diversity policy (covering Board members and Key Senior Management) 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, taking into consideration their probity with the law and adherence to governance practices including anti-corruption policies and procedures;
  • 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 Independence Non - Executive Directors.

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;
  • ensure that the Directors are kept abreast of all regulatory changes and developments in the business environment; and
  • ensure the internal and external trainings in relation to anti-corruption management are developed for Directors.