Of Board Members
The Board nomination process is to facilitate and provide a guide for the Nominating Committee to identify, evaluate, select and recommend to the Board the candidate to be appointed as a director of the Company.
The Board set out the Company’s approach to the assessment of the fitness and propriety of persons who hold, or who are to be appointed or elected for appointment as Directors of the Company in its Fit and Proper Policy. In determining the selection criteria, the NC would take into the following consideration to meet the regulatory requirement such as Companies Act 2016, Bursa Malaysia Securities Berhad Listing Requirements (“Listing Requirements”) and Malaysian Code of Corporate Governance to select the suitable candidate:-
- the achievement in the candidate personal career, integrity, wisdom;
- independence of the candidate for appointment of Independent Director;
- ability to make independent and analytical inquiries;
- ability to work as team to support the Board;
- possession of the required skill, qualification and expertise that would add value to the Board, boardroom diversity to build the Board composition which comprises of individuals with diverse backgrounds, perspectives, competencies as well as gender, age and ethnicity;
- understanding of the business environment;
- financial integrity; and
- willingness to devote adequate time and commitment to attend to the duties/functions of the Board.
Nomination Process
The Nominating Committee is responsible to recommend identified candidate to the Board to fill vacancy arises from resignation, retirement or any other reasons or if there is a need to appoint additional director with the required skill or profession to the Board in order to close the competency gap in the Board identified by the Nominating Committee. The potential candidate with diverse background, gender and necessary qualities as mentioned above may be proposed by existing director, senior management staff, shareholders, third party referrals or independent sources
Upon receipt of the proposal, the Nominating Committee is responsible to conduct an assessment and evaluation on the proposed candidate.
The assessment/evaluation process may include, at the Nominating Committee’s discretion, reviewing the candidate’s resume, curriculum vitae and other biographical information, confirming the candidate’s qualifications and conducting legal and other background searches as well as formal or informal interview at the Nominating Committee’s discretion. The Nominating Committee would also assess the candidate’s integrity, wisdom, independence, ability to make independent and analytical inquiries, ability to work as a team to support the Board, understanding of the business environment and the willingness to devote adequate time and commitment to attend to the duties/functions of the Board.
Upon completion of the assessment and evaluation of the proposed candidate, the Nominating Committee would make its recommendation to the Board. Based on the recommendation of the Nominating Committee, the Board would evaluate and decide on the appointment of the proposed candidate.
The Chairman of the Board would then make an invitation or offer to the proposed/potential candidate to join the Board as a director. With the acceptance of the offer/invitation, the candidate would be appointed as director of the Company.
The director who is subject to re-election and/or re-appointment at next Annual General Meeting shall be assessed by the Nominating Committee before recommendation is made to the Board and shareholders for the re-election and/or re-appointment. Appropriate assessment and recommendation by the Nominating Committee would be based on the yearly assessment conducted.
Criteria have been set to assess the independence of candidate for directors and existing directors based on the guidelines set out in the Listing Requirements.
On an annual basis, the Directors are required to confirm their independence by completing the independence checklist.
The tenure of an Independent Director should not exceed a cumulative term of nine (9) years from the date of first appointment. Upon completion of nine (9) years, the Board may subject to the assessment of the NC, on an annual basis at annual general meeting, recommend and subject to valid justifications and obtaining shareholders’ approval, retain an Independent Director beyond the nine (9) years’ term. Should the resolution tabled to the shareholders to retain an Independent Director who has served for nine (9) years or more in the same capacity defeated, the said Independent Director may continue to serve on the Board but shall be redesignated as a Non-Independent Non-Executive Director.
Where the tenure of an Independent Director exceeds a cumulative term of twelve (12) years or more in the same capacity, the said Independent Director if continue to serve on the Board, shall be redesignated to Non-Independent Non-Executive Director.
The term of office of Independent Directors shall be organised in a manner that ensures proper and smooth transition.
This Processes shall be reviewed periodically in accordance with the needs of the Company and the Board’s approval shall be obtained for any amendment or changes made from time to time.