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Nomination & Remuneration Committee

The Nomination & Remuneration Committee (“NRC”) shall be appointed by the Board of Directors amongst the Directors of the Company which fulfils the following requirements:-

(1) the Committee must be composed of no fewer than three (3) members;
(2) all the Committee members must be non-executive directors with a majority of them being independent directors.

The members of the Committee shall elect a Chairman from among themselves.



Meetings shall be held at least once a year, with additional meetings convened as and when necessary.

A quorum of the Committee shall be at least two (2) members and consist of a majority of independent directors.

The Company Secretary shall be the Secretary of the Committee or in his/her absence, another person authorised by the Chairman of the Committee.
Reporting Procedure

The minutes of each meeting shall be circulated to the Committee members and to all members of the Board.

The Head of Human Resource shall normally attend the meetings.

The NRC is responsible for the following:-

(a) Establishing formal and transparent procedures for the appointment of new directors to the Board and make recommendations which include: -
(i) Establishing selection criteria for both executive and non-executive Directors; and
(ii) Short listing, assessing and evaluating suitable candidate against selection criteria and organisational needs and objectives.

(b) To identify, consider, assess and recommend new nominees to the Board as well as committees of the Board based on the following broad criteria:-

  • Skills, knowledge, expertise and experience;
  • Professionalism;
  • Integrity; and
  • For non-executive directors, the ability to discharge their duties.
The Board will decide on all appointments after considering the recommendations of the NRC.

(c) The NRC will review annually the required mix of skills, experience and other qualities including core competencies which directors should bring to the Board.

(d) To carry out on an annual basis, a process approved by the Board, to assess the effectiveness of:-

  • The Board as a whole, including its size and composition;
  • The various Board committees;
  • The contribution of each individual director, including independent non-executive directors.
All assessments and evaluations will be properly documented.

(e) To develop the Group’s remuneration policy and determine the remuneration packages of the Group’s Executive Directors.

(f) To propose, subject to the approval of the Board, the remuneration and terms and conditions of service of Executive Directors and the remuneration to be paid to each Director for his services as a member of the Board as well as Committee of the Board.
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