NOMINATION COMMITTEE TERMS OF REFERENCE

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1. PURPOSE
  To ensure that the Company recruits and retains the best available executive and non-executive directors.
   
2. MEMBERSHIP
 

The members of the Nomination Committee (“NC”) shall comprise exclusively of Non¬ Executive Directors, a majority of whom are independent and shall consist of at least three (3) members.

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

   
3.  FREQUENCY OF MEETINGS
  Meetings shall be held twice a year. The quorum shall be of two (2) members present and a majority of whom must be independent Directors.
   
4. DUTIES
 

The duties of the NC shall be to:-

  • recommend new appointments/re-election of Directors to the Board for approval;
  • recommend to the Board on the appointment of members of 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 committees of the Board and the contribution of each individual Director;
  • ensure company provide an orientation and education programmes for new recruits to the Board;
  • develop, maintain and review the criteria to be used in the recruitment process and annual assessment of the Board, including assessment of the independence of independent Director;
  • oversee the succession planning of the Board and key personnel within the Group; and
  • assess the Directors’ training needs.
5. ADVISERS
  The NC is authorised by the Board to seek appropriate external professional advice as and when necessary.
   
6. MINUTES
  The Minutes of meetings of the NC shall be circulated to all members of the Board.