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1.     Membership

The Nomination Committee shall be appointed by the Board and shall compose exclusively of Non-Executive Directors, a majority of whom are independent.

The Chairman of the Nomination Committee shall be elected by the members of the Nomination Committee and shall be an Independent Non-Executive Director.

2.     Attendance at Meetings

The Nomination Committee may, as and when deemed necessary, invite other Board members to attend its meetings.

The Company Secretary shall act as secretary of the Nomination Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to the Nomination Committee members prior to each meeting.

The secretary shall be responsible for keeping the minutes of the Nomination Committee, and circulating them to the Nomination Committee members.

3.     Frequency of Meetings

The Nomination Committee shall hold at least one meeting during each financial year.

The Nomination Committee may meet on an ad hoc basis upon the request of any Director or any senior executive or any shareholder.

4.     Proceedings of Meetings

In the absence of the Chairman, the Nomination Committee shall appoint one of the Independent Non-Executive members present to chair that meeting.

Decisions on matters raised at any meeting shall be decided by a majority of votes of the members present.

5.     Authority

The Nomination Committee is authorised by the Board to deal with any matter within these terms of reference. It may also seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Nomination Committee.

The Nomination Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

 

 

 

 

 

 

 

 

6.     Duties

The duties of the Nomination Committee shall be:

$1(i)                       To annually review the Board’s required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board for it to function efficiently and effectively.

$1(ii)                     To annually review and assess the effectiveness of the Board as a whole.

 

$1(iii)                To annually review and assess the contribution of each individual Director.

 

$1(iv)                 To recommend to the Board potential candidates for appointment as Directors if there is a need for additional Board Members.

 

$1(v)                      To consider, in making its recommendations, candidates for directorships proposed by the Managing Director and within the boundaries of practicability, by any senior executive or any Director or any shareholder.

 

$1(vi)                 To recommend to the Board, Directors to sit on Board Committees.

 

$1(vii)               To annually review and assess the effectiveness of other Board Committees.