NOMINATION COMMITTEE TERMS OF REFERENCE

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1. PURPOSE
  To assist the Board in their responsibilities in nominating new nominees to the Board and to assess the performance of the Board, the Board Committees and the Directors of the Company on an on-going basis.
   
2. MEMBERSHIP
 

The members of the Nomination Committee shall comprise exclusively of Non¬ Executive Directors, a majority of whom are independent and number at least three (3) in total.

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

The quorum of the Committee shall be at least two (2) members.

   
3.  FREQUENCY OF MEETINGS
  Meetings shall be held at least twice a year.
   
4. DUTIES
 

The duties of the Committee shall be to:¬

• recommend new appointments/re-election of Directors to the Board based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender;
• recommend appointment of members to the Board Committees;
• review annually the Board structure, size and composition;
• review annually the required mix of skills and experience including the core competencies which the non-executive directors should bring to the Board;
• assess annually the effectiveness of the Board, the Board Committees and individual Directors and to determine their training needs;
• ensure Company provide an orientation and education programmes for new recruits to the Board;
• determine whether independent director is independent as defined in the Main Market Listing Requirements of the Bursa Securities, and to justify retaining independent director beyond the cumulative term limit of nine (9) years; and
• oversee the succession planning of the Board and key senior management of the Group.
 

5. ADVISERS
  The Committee is authorised by the Board to seek appropriate professional advice inside and outside the group as and when it considers this necessary.
   
6. MINUTES
  The Minutes of meetings of the Committee shall be circulated to all members of the Board.