Terms of Reference-Nominating Committee

Duties

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

• assist the Board in the development and review of the Group’s Fit and Proper Policy;
• develop, maintain and review the criteria to be used in the recruitment process;
• overseeing the sourcing and selection process for candidates for directorships considering potential candidates recommended by the Directors, Senior Management and/or shareholders as well as independent sources such as director’ registry, open advertisements and independent search firms. If the selection process had not considered independent sources, the Committee shall explain why they were not used;
• make recommendations to the Board, candidates for directorships in the Company, candidature for Board Committees, and re-election or re-appointment of Directors;
• in its recommendation to the Board, the Committee shall ensure all directors and candidates are assessed for suitability and according to the Group’s Fit and Proper Policy, including consideration of 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;
  • any potential or actual conflict of interest situations; and
  • tenure (for existing Directors).
• 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. The Committee’s recommendation for re-appointment or re-election of a Director shall be contingent on satisfactory evaluation of the said Director.

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 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 Independent 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.