hock seng lee berhad

Nomination Committee – Terms of Reference

Updated 27 February 2013


Establishment

  1. The Board of Directors of Hock Seng Lee Berhad (“Board”) resolved to establish a Committee of the Board to be known as the Nomination Committee on 29 November 2001.

Objective

  1. The primary objective of the Nomination Committee is to ensure an effective and balanced Board.

Membership

  1. The Nomination Committee shall be appointed by the Board from among their numbers and shall comprise exclusively of non-executive directors with a majority being independent directors and should comprise not less than three members. A quorum of meeting shall be two members present.
  1. The members and the chairman of the Nomination Committee shall be re-appointed annually. If a member of the Nomination Committee resigns or ceases to be a member with the result that the number of members is reduced below three, the Board shall, within three months of that event, appoint such number of new members as may be required to make up the minimum number of three numbers.
  1. The chair of the Nomination Committee shall be the Senior Independent Director identified by the Board.

Meetings

  1. The Managing Director and/or the Head of Human Resources may attend the meetings by invitation of the Nomination Committee.
  1. The Company Secretary shall be the Secretary of the Nomination Committee.

Authority

  1. The Committee is entitled to seek internal and/or external advice at the expense of the Company, subject to the approval of the Board.

duties and responsibilities

  1. The Nomination Committee shall :-
  • review, consider and recommend candidates including any new nominations proposed by any Directors, for any appointments to the Board of the Company, taking into consideration the candidate’s competencies, skills, expertise, experience, commitment, professionalism and integrity as well as gender diversity;
  • review, consider and recommend to the Board, the directors to fill the seats on the Board Committees;
  • assess directors on an on-going basis and shall annually review the required mix of skills, experience and other qualities, including core competencies which non-executive directors should bring to the Board in ensuring the continued effectiveness of the Board;
  • assess the effectiveness of the Board as a whole and the committees of the Board and shall also assess the contribution of each individual director, including the independence of each Independent Non-executive Director;and

The actual decision as to who shall be appointed shall be the responsibility of the full board after considering the recommendations of the Nomination Committee. 

reporting

  1. The Secretary shall circulate the minutes of meetings of the committee to all members of the Board of Directors.

 

 

 

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