1. Legal Status
1.1 The Nominating Committee is a committee of the Board of Directors of Naim Holdings Berhad.
2.1 The members of the Nominating Committee shall be appointed by the Board from among their number and shall comprise no fewer than three (3) members, all of whom shall be Non-Executive Directors and a majority of whom shall be Independent Non-Executive Directors.
2.2 No alternate Director shall be appointed as member of the Nominating Committee.
2.3 In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
3.1 The Nominating Committee is established with the primary objective to evaluate the Board of Directors, examining the skills and characteristics that are needed for various director positions.
4. Functions of the Nominating Committee
The functions of the Nominating Committee amongst others, shall include the following:-
(a) develop, maintain and review the criteria and policies for recruitment, assessment and selection of members of the Board and Board Committees.
(b) make recommendations to the Board on new candidates for election/appointment, re-election/re-appointment of Directors to the Board and appointment of members of Board Committees established by the Board.
(c) Review the board composition with regard to the mix of skills, independence, diversity (including gender diversity), experience and other qualities of board members required to meet the needs of the Company
(d) conduct review to determine whether a director can continue to be independent in character and judgment after he/she exceeds a cumulative term of 9 years of service as independent director.
(e) review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and its members have carried out their duties in accordance with the terms of reference.
(f) establish, maintain and review the quantitative and qualitative criteria to assess and evaluate the performance of each member of the Board on an annual basis.
(g) review the Board’s succession plans and training programmes for the Board.
(h) recommend the engagement of external professional advisors to assist and/or advise the Nominating Committee, on succession policy matters, and other matters if deemed necessary.
(i) to consider such other matters within the scope, if deemed necessary.
The Nominating Committee shall have the authority to make decisions on matters that fall within the responsibilities of the Nominating Committee.
The quorum for the Nominating Committee shall be two (2).
7. Circular Resolution
A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the Nominating Committee.
The Company Secretaries shall be the secretariat of the Nominating Committee.