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 does not set specific criteria for the assessment and selection of director candidate. However, the consideration would be taken on the need to meet the regulatory requirement such as Companies Act, 2016 and Main Market Listing Requirements, the achievement in the candidate personal career, integrity, wisdom, independence of the candidate, 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, understanding of the business environment and the willingness to devote adequate time and commitment to attend to the duties/functions of the Board to select the suitable candidate.
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 Board does not have term limit for its independent directors (“ID”) and is of the view that the independnece of the ID should not be determined solely or arbitary by their tenure of service. After the necessary assessement, if the ID still find himself to be independent and the Board’s view that they still being able to continue to bring independent and objective judgement on the Board’s deliberation. The Board, on the recommendation of the NC would recommend to the shareholders to retain him as ID of the Company notwithstanding that he has served as ID of the Comapny for more than nine (9) years.
For the ID who has served the Board for more than twelve (12) years, the resolution to retain him as ID of the Company will be via a two-tier voting.