© 2020 by Hibiscus Petroleum Berhad

Registration Number: 200701040290 (798322-P)

 

CORPORATE 

GOVERNANCE

1.0 DEFINITIONS AND INTERPRETATION  

 

1.1 In this Board Charter, where the context so admits the following expressions shall have the following meanings:  
“Board”  The Board of Directors of Hibiscus Petroleum 
“Company Secretary”  Company Secretary(ies) of Hibiscus Petroleum  
“Group”  Hibiscus Petroleum Berhad (798322-P) and its subsidiary companies 
“Hibiscus Petroleum” or  “Company” 
 Hibiscus Petroleum Berhad (798322-P) 
“Independent Director”  A director as defined in Chapter 1 of the Listing Requirements 
“Senior Management”  Employees of the Company who are able to exercise significant influence in making strategic decisions in the Group “Listing Requirements”  The Main Market Listing Requirements of Bursa Malaysia Securities Berhad, including any amendments made from time to time “Policies Manual”  Policies maintained at the Company’s Electronic Document Management System (“EDMS”)  
1.2 In this Board Charter, unless the context otherwise requires:  
1.2.1 words importing the masculine gender shall include the feminine, neuter genders and vice versa; and  
1.2.2 words importing the singular shall include the plural and vice versa.  
  
2.0 POWERS 


In carrying out its duties and responsibilities, the Board shall have the following rights:   
(a) The explicit authority to investigate any matter relating to the Company;  

(b) Full and unrestricted access to all information.

(c) Full and unrestricted access to the services of the Company Secretary, management and any other professional services at the Company’s expense and at reasonable cost.

(d) Direct communication channels with the external auditors and internal auditors;  

(e) Ability to obtain independent professional or other advice, at the cost of the Company, and to invite external parties with relevant experience to attend the Board meetings, if required, and to brief the Board thereof; and

(f) Approval of the appointment and removal of the Company Secretary.  

 

3.0 COMPOSITION  


(a) At least 2 directors or 1/3 of the Board, whichever is the higher, must be independent.

(b) The Chairman’s and Managing Director’s roles are distinct and separate to ensure an effective balance of empowerment and authority is met.

(c) The Chairman’s main responsibility is to provide overall leadership to the Board while the Managing Director is responsible for ensuring that the Company’s corporate and business objectives are achieved.

(d) Directors will submit themselves for re-election at least every 3 years at a shareholders’ meeting.

(e) A director should inform the Chairman before he/she accepts any new directorships in other companies, if there is any potential conflict of interest.

(f) The tenure of an Independent Director should not exceed a cumulative term of nine years unless it is recommended by the Nomination Committee and the Board is satisfied that he or she is able to continue bring independent judgement for the Board deliberations, and subject to obtaining shareholders’ approval.

(g) If the Chairman is not an Independent Director, the Board shall comprise a majority (more than half) of Independent Directors.  An “Independent Director” shall have the meaning as defined in the Listing Requirements. 
  
4.0 DUTIES AND RESPONSIBILITIES  


(a) Establish and promote the Company’s business objectives;

(b) Provide leadership to the Company;

(c) Review and adopt the strategic business plans for the Company;

(d) Monitor the Company’s performance and build sustainable value for the shareholders;

(e) Identify principal risks and ensure the implementation of proper and appropriate systems to manage these risks;

(f) Review the adequacy. integrity and effectiveness of the Company’s risk management and internal control system to safeguard shareholders’ investments and the Company’s assets;

(g) Ensure a satisfactory framework of reporting on internal financial controls and regulatory compliance;

(h) Establish and review the policies from time to time for enhancing the performance of the Company as contained in the Policies Manual;

(i) Monitor the performance of Directors and Managing Director, Chief Financial Officer/VP Finance, VP Exploration & Development and VP New Ventures & Production;

(j) Determine the succession plan of Senior Management;  

(k) Develop and implement a Corporate Disclosure Policy; and

(l) Ensure that the Company adheres to high standards of ethics and corporate behaviour.

(m) Ensure the Company comply with the Listing Requirements of the Bursa Malaysia Securities Berhad.

(n) Ensure that the financial statements have been made out in accordance with the applicable approved accounting standards in Malaysia and give a true and fair view of the financial position of the Group and the Company.   

 

5.0 ROLE OF THE CHAIRMAN  

 

The Chairman carries out a leadership role in the conduct of the Board and its relations with the shareholders and other stakeholders. The Chairman is primarily responsible for:  
(a) Leading the Board in the oversight of management;

(b) Representing the Board to shareholders and to chair and ensure the efficient organisation and conduct of the Board and/or meeting of the shareholders;

(c) Ensuring the integrity of the governance process and issues;

(d) Maintaining regular dialogue with the MD over all operational matters and consulting with the remainder of the Board promptly over any matter that gives cause for major concern;  

(e) Ensuring that executive Directors look beyond their executive function and accept their share of responsibilities in governance;

(f) Guiding and mediating Board actions with respect to organisational priorities and governance concerns; and 
(g) Performing other responsibilities assigned by the Board from time to time.   


6.0 ROLE OF THE MD  


The position of the MD, in essence, is to ensure the effective implementation of the Group’s business plan and policies established by the Board as well as to manage the daily conduct of the business to ensure its smooth operation.  


The MD is responsible to the Board for the following: 
(a) Executive management of the Group’s Business covering, inter alia, the development of a strategic plan; an annual operating plan and budget;

(b) Developing long-term strategic and short-term cashflow plans, designed to ensure that the Group’s requirements for growth, profitability and increase in shareholders’ value are achieved;

(c) Directing and controlling all aspects of the business operations in a cost effective manner, in consultation with the Senior Management;

(d) Effectively oversee the human resources of the Group with respect to key positions in the Group’s hierarchy and recruitment of Senior Management staff, determination of remuneration as well as terms and conditions of employment for Senior Management;  

(e) Ensures that the Group’s Financial Reports present a true and fair view of the Group’s financial position and operational results and are in accordance with the relevant accounting standards jointly with the Chief Financial Officer (“CFO”);

(f) Assures the Group’s corporate identity, products and services are of high standards and are reflective of the market environment;

(g) Ensures compliance with governmental procedures and regulations;

(h) Coordinates business plans with the businesses heads and cost containment process in consultation with the CFO; and

(i) Overseeing the preparation and collation of information necessary for the Board to deal with, the Board agenda and for providing this information to Directors on a timely basis.

(j) Giving assurance to the Board (at least annually) whether the company’s risk management and internal control system is operating adequately and effectively.  

 

7.0 BOARD MEETINGS  

 

(a) Each director shall attend more than 50% of the total meetings held in a financial year. A director may participate in a meeting by means of a teleconference or any communication equipment. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. *  

(b)  The minimum number of Board meetings to be held in each financial year is 4 meetings. Additional meetings may be called at any time, at the discretion of the Chairman or the MD. The Chairman or any Director, and the Company Secretary, upon such request, shall at any time summon a meeting of the members by giving due notice.*  

(c) Any decision made at meetings shall be by a simple majority. In the event issues requiring the Board’s decision arise between meetings, such issues shall be resolved through circular resolution subsequent to discussions being held amongst the directors, either via teleconference, videoconference, email, etc. in order for the Board as a whole to be apprised on such matters and to obtain their view points before arriving at a decision. Such circular resolution in writing shall be valid and effectual if it is signed by the Director and transmitted to the Company by any technology purporting to include a signature and / or electronic or digital signature of the Director. *  

(d) The Chairman shall preside at all meetings of Directors. If the Chairman is not present within fifteen minutes of the time of holding the meeting, or an absence of apology has been conveyed, the Directors present shall choose one of their numbers to be the Chairman of the meeting.  

(e) If within half an hour from the time appointed for the meeting a quorum is not established, the meeting shall be dissolved. The meeting shall stand adjourned to such day and at such time and place as the members may determine. *  

(f) The Company Secretary shall draw up an agenda for each meeting. The notice containing the agenda shall be sent to all directors and any other persons who may be required to attend the meeting. *  

(g) At a minimum, the agenda of the Board meetings shall encompass :- (i) reviews of the operational and financial performance (ii) approval of the quarterly results  (iii) approval of the annual audited financial statements (when required) (iv) significant issues  (v) key activities and opportunities   
(h) Board papers shall be circulated to the Board at least 3 days prior to the Board meeting. *  

(i) The Company Secretary shall promptly prepare the written minutes of the meeting and distribute to the Chairman of the meeting. The minutes of meetings shall be confirmed by the Board and signed by the Chairman. *  

(j) The minutes of each meeting shall be entered into the minutes book kept at the registered office of the Company under the custody of the Company Secretary of the Company. *  
* This shall also apply to the various Board Committees. 
  
8.0 TRAINING  


(a) Newly appointed Directors shall attend the Mandatory Accreditation Programme within 4 months from the date of appointment, if they have never attended such programme. In addition, they should also attend an induction programme of the Company aimed at deepening their understanding of the Company.

(b) Directors are required to attend continuous training annually which will help them effectively discharge their duties. The annual report will disclose as to whether the directors have attended any training during the financial year.    

 

9.0 BOARD PERFORMANCE  

 

(a) The performance of the Board as a whole and each individual director would be assessed on an annual basis through the Nomination Committee.

(b) The remuneration package of the Executive Director(s) and Senior Management would be assessed on an annual basis though the Remuneration Committee.   

 

10.0 INVESTOR RELATIONS  
(a) Key information shall be uploaded onto the Company’s website www.hibiscuspetroleum.com on a timely basis.

(b) The Board has designated the Senior Independent Director as the person to whom concerns from the shareholders and / or queries from the public can be conveyed. The Senior Independent Director may be contacted at sid@hibiscuspetroleum.com.  

(c) The Company has established the following Investor Relations (“IR”) structure and responsibility for the implementation of IR programme and strategy:-  
Spokespersons: Chairman, MD or  VP Corporate Planning & Investor Relations  
The Company’s Chairman, MD or VP Corporate Planning & Investor Relations have been appointed to communicate with audience constituents and respond to questions in relation to the corporate vision, strategies, developments, future prospects, financial results and plans, operation matters, etc.  
  
11.0 DIRECTORS’ EXTERNAL COMMITMENTS AND CONFLICT OF INTEREST  

 

(a) A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare his interest in accordance with the provisions of the Companies Act, 1965. The Director concerned shall not participate in deliberations and shall abstain from casting his votes in any matter arising thereof.

(b) Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, or a related company, the Director involved shall make full disclosure and act honestly in the best interest of the Company.

(c) An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.   

 

12.0 DISCLOSURE  


The Board is required to prepare an Annual Report as required by the Listing requirements (Part A of Appendix 9C of the Listing Requirements).   

 

13.0 AMENDMENTS TO THE BOARD CHARTER  


Any amendment to the Board Charter shall first be presented to the Board for approval. Upon the Board’s approval, the said amendment shall form part of the Board Charter.   

BOARD 

CHARTER

 
 

1.0 DEFINITIONS AND INTERPRETATION  

 

1.1 In this Board Charter, where the context so admits the following expressions shall have the following meanings:  
“Board”  The Board of Directors of Hibiscus Petroleum 
“Company Secretary”  Company Secretary(ies) of Hibiscus Petroleum  
“Group”  Hibiscus Petroleum Berhad (798322-P) and its subsidiary companies 
“Hibiscus Petroleum” or  “Company” 
 Hibiscus Petroleum Berhad (798322-P) 
“Independent Director”  A director as defined in Chapter 1 of the Listing Requirements 
“Senior Management”  Employees of the Company who are able to exercise significant influence in making strategic decisions in the Group “Listing Requirements”  The Main Market Listing Requirements of Bursa Malaysia Securities Berhad, including any amendments made from time to time “Policies Manual”  Policies maintained at the Company’s Electronic Document Management System (“EDMS”)  
1.2 In this Board Charter, unless the context otherwise requires:  
1.2.1 words importing the masculine gender shall include the feminine, neuter genders and vice versa; and  
1.2.2 words importing the singular shall include the plural and vice versa.  
  
2.0 POWERS 


In carrying out its duties and responsibilities, the Board shall have the following rights:   
(a) The explicit authority to investigate any matter relating to the Company;  

(b) Full and unrestricted access to all information.

(c) Full and unrestricted access to the services of the Company Secretary, management and any other professional services at the Company’s expense and at reasonable cost.

(d) Direct communication channels with the external auditors and internal auditors;  

(e) Ability to obtain independent professional or other advice, at the cost of the Company, and to invite external parties with relevant experience to attend the Board meetings, if required, and to brief the Board thereof; and

(f) Approval of the appointment and removal of the Company Secretary.  

 

3.0 COMPOSITION  


(a) At least 2 directors or 1/3 of the Board, whichever is the higher, must be independent.

(b) The Chairman’s and Managing Director’s roles are distinct and separate to ensure an effective balance of empowerment and authority is met.

(c) The Chairman’s main responsibility is to provide overall leadership to the Board while the Managing Director is responsible for ensuring that the Company’s corporate and business objectives are achieved.

(d) Directors will submit themselves for re-election at least every 3 years at a shareholders’ meeting.

(e) A director should inform the Chairman before he/she accepts any new directorships in other companies, if there is any potential conflict of interest.

(f) The tenure of an Independent Director should not exceed a cumulative term of nine years unless it is recommended by the Nomination Committee and the Board is satisfied that he or she is able to continue bring independent judgement for the Board deliberations, and subject to obtaining shareholders’ approval.

(g) If the Chairman is not an Independent Director, the Board shall comprise a majority (more than half) of Independent Directors.  An “Independent Director” shall have the meaning as defined in the Listing Requirements. 
  
4.0 DUTIES AND RESPONSIBILITIES  


(a) Establish and promote the Company’s business objectives;

(b) Provide leadership to the Company;

(c) Review and adopt the strategic business plans for the Company;

(d) Monitor the Company’s performance and build sustainable value for the shareholders;

(e) Identify principal risks and ensure the implementation of proper and appropriate systems to manage these risks;

(f) Review the adequacy. integrity and effectiveness of the Company’s risk management and internal control system to safeguard shareholders’ investments and the Company’s assets;

(g) Ensure a satisfactory framework of reporting on internal financial controls and regulatory compliance;

(h) Establish and review the policies from time to time for enhancing the performance of the Company as contained in the Policies Manual;

(i) Monitor the performance of Directors and Managing Director, Chief Financial Officer/VP Finance, VP Exploration & Development and VP New Ventures & Production;

(j) Determine the succession plan of Senior Management;  

(k) Develop and implement a Corporate Disclosure Policy; and

(l) Ensure that the Company adheres to high standards of ethics and corporate behaviour.

(m) Ensure the Company comply with the Listing Requirements of the Bursa Malaysia Securities Berhad.

(n) Ensure that the financial statements have been made out in accordance with the applicable approved accounting standards in Malaysia and give a true and fair view of the financial position of the Group and the Company.   

 

5.0 ROLE OF THE CHAIRMAN  

 

The Chairman carries out a leadership role in the conduct of the Board and its relations with the shareholders and other stakeholders. The Chairman is primarily responsible for:  
(a) Leading the Board in the oversight of management;

(b) Representing the Board to shareholders and to chair and ensure the efficient organisation and conduct of the Board and/or meeting of the shareholders;

(c) Ensuring the integrity of the governance process and issues;

(d) Maintaining regular dialogue with the MD over all operational matters and consulting with the remainder of the Board promptly over any matter that gives cause for major concern;  

(e) Ensuring that executive Directors look beyond their executive function and accept their share of responsibilities in governance;

(f) Guiding and mediating Board actions with respect to organisational priorities and governance concerns; and 
(g) Performing other responsibilities assigned by the Board from time to time.   


6.0 ROLE OF THE MD  


The position of the MD, in essence, is to ensure the effective implementation of the Group’s business plan and policies established by the Board as well as to manage the daily conduct of the business to ensure its smooth operation.  


The MD is responsible to the Board for the following: 
(a) Executive management of the Group’s Business covering, inter alia, the development of a strategic plan; an annual operating plan and budget;

(b) Developing long-term strategic and short-term cashflow plans, designed to ensure that the Group’s requirements for growth, profitability and increase in shareholders’ value are achieved;

(c) Directing and controlling all aspects of the business operations in a cost effective manner, in consultation with the Senior Management;

(d) Effectively oversee the human resources of the Group with respect to key positions in the Group’s hierarchy and recruitment of Senior Management staff, determination of remuneration as well as terms and conditions of employment for Senior Management;  

(e) Ensures that the Group’s Financial Reports present a true and fair view of the Group’s financial position and operational results and are in accordance with the relevant accounting standards jointly with the Chief Financial Officer (“CFO”);

(f) Assures the Group’s corporate identity, products and services are of high standards and are reflective of the market environment;

(g) Ensures compliance with governmental procedures and regulations;

(h) Coordinates business plans with the businesses heads and cost containment process in consultation with the CFO; and

(i) Overseeing the preparation and collation of information necessary for the Board to deal with, the Board agenda and for providing this information to Directors on a timely basis.

(j) Giving assurance to the Board (at least annually) whether the company’s risk management and internal control system is operating adequately and effectively.  

 

7.0 BOARD MEETINGS  

 

(a) Each director shall attend more than 50% of the total meetings held in a financial year. A director may participate in a meeting by means of a teleconference or any communication equipment. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. *  

(b)  The minimum number of Board meetings to be held in each financial year is 4 meetings. Additional meetings may be called at any time, at the discretion of the Chairman or the MD. The Chairman or any Director, and the Company Secretary, upon such request, shall at any time summon a meeting of the members by giving due notice.*  

(c) Any decision made at meetings shall be by a simple majority. In the event issues requiring the Board’s decision arise between meetings, such issues shall be resolved through circular resolution subsequent to discussions being held amongst the directors, either via teleconference, videoconference, email, etc. in order for the Board as a whole to be apprised on such matters and to obtain their view points before arriving at a decision. Such circular resolution in writing shall be valid and effectual if it is signed by the Director and transmitted to the Company by any technology purporting to include a signature and / or electronic or digital signature of the Director. *  

(d) The Chairman shall preside at all meetings of Directors. If the Chairman is not present within fifteen minutes of the time of holding the meeting, or an absence of apology has been conveyed, the Directors present shall choose one of their numbers to be the Chairman of the meeting.  

(e) If within half an hour from the time appointed for the meeting a quorum is not established, the meeting shall be dissolved. The meeting shall stand adjourned to such day and at such time and place as the members may determine. *  

(f) The Company Secretary shall draw up an agenda for each meeting. The notice containing the agenda shall be sent to all directors and any other persons who may be required to attend the meeting. *  

(g) At a minimum, the agenda of the Board meetings shall encompass :- (i) reviews of the operational and financial performance (ii) approval of the quarterly results  (iii) approval of the annual audited financial statements (when required) (iv) significant issues  (v) key activities and opportunities   
(h) Board papers shall be circulated to the Board at least 3 days prior to the Board meeting. *  

(i) The Company Secretary shall promptly prepare the written minutes of the meeting and distribute to the Chairman of the meeting. The minutes of meetings shall be confirmed by the Board and signed by the Chairman. *  

(j) The minutes of each meeting shall be entered into the minutes book kept at the registered office of the Company under the custody of the Company Secretary of the Company. *  
* This shall also apply to the various Board Committees. 
  
8.0 TRAINING  


(a) Newly appointed Directors shall attend the Mandatory Accreditation Programme within 4 months from the date of appointment, if they have never attended such programme. In addition, they should also attend an induction programme of the Company aimed at deepening their understanding of the Company.

(b) Directors are required to attend continuous training annually which will help them effectively discharge their duties. The annual report will disclose as to whether the directors have attended any training during the financial year.    

 

9.0 BOARD PERFORMANCE  

 

(a) The performance of the Board as a whole and each individual director would be assessed on an annual basis through the Nomination Committee.

(b) The remuneration package of the Executive Director(s) and Senior Management would be assessed on an annual basis though the Remuneration Committee.   

 

10.0 INVESTOR RELATIONS  
(a) Key information shall be uploaded onto the Company’s website www.hibiscuspetroleum.com on a timely basis.

(b) The Board has designated the Senior Independent Director as the person to whom concerns from the shareholders and / or queries from the public can be conveyed. The Senior Independent Director may be contacted at sid@hibiscuspetroleum.com.  

(c) The Company has established the following Investor Relations (“IR”) structure and responsibility for the implementation of IR programme and strategy:-  
Spokespersons: Chairman, MD or  VP Corporate Planning & Investor Relations  
The Company’s Chairman, MD or VP Corporate Planning & Investor Relations have been appointed to communicate with audience constituents and respond to questions in relation to the corporate vision, strategies, developments, future prospects, financial results and plans, operation matters, etc.  
  
11.0 DIRECTORS’ EXTERNAL COMMITMENTS AND CONFLICT OF INTEREST  

 

(a) A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare his interest in accordance with the provisions of the Companies Act, 1965. The Director concerned shall not participate in deliberations and shall abstain from casting his votes in any matter arising thereof.

(b) Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, or a related company, the Director involved shall make full disclosure and act honestly in the best interest of the Company.

(c) An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.   

 

12.0 DISCLOSURE  


The Board is required to prepare an Annual Report as required by the Listing requirements (Part A of Appendix 9C of the Listing Requirements).   

 

13.0 AMENDMENTS TO THE BOARD CHARTER  


Any amendment to the Board Charter shall first be presented to the Board for approval. Upon the Board’s approval, the said amendment shall form part of the Board Charter.   

ARMC

TOR

 

NC 

TOR

HIBISCUS PETROLEUM BERHAD
(“Hibiscus Petroleum” or the “Company”)

NOMINATING COMMITTEE 
TERMS OF REFERENCE
 
TABLE OF CONTENTS
 
1.0 Definitions and Interpretation
 
2.0 Powers

3.0 Composition

4.0 Duties and Responsibilities

5.0 Committee Meetings

6.0 Disclosure

7.0 Written Terms of Reference

8.0 Revision of the Terms of Reference

 
NOMINATING COMMITTEE TERMS OF REFERENCE

1.0 DEFINITIONS AND INTERPRETATION
  
1.1 In this Terms of Reference, where the context so admits the following expressions shall have the following meanings:
 
“Board” The Board of Directors of Hibiscus Petroleum;
 
“Company Secretary” Company Secretary(ies) of Hibiscus Petroleum;
 
“Group” Hibiscus Petroleum Berhad (798322-P) and its subsidiaries.
  
“Independent Director” An independant director as defined in Chapter 1 of the Listing
Requirements
 
“Listing Requirements” The Main Market Listing Requirements of Bursa
Malaysia      Securities    Berhad,    including     any amendment made from time to time
 
“Member” A  member  of  the  Nominating  Committee  as appointed pursuant to this Terms of Reference
 
“Secretary” Secretary of the Nominating Committee;
 
“Senior Management” Employees  of  the  Company  who  are  able  to exercise significant influence in making strategic decisions in the Group
 
"Terms of Reference" The   terms   of   reference   of   the   Nominating Committee
 
1.2 In this Terms of Reference, unless the context otherwise requires:
 
1.2.1      words importing  the  masculine  gender  shall  include  the  feminine,  neuter genders and vice versa; and

1.2.2      words  importing  the  singular  shall  include  the  plural  and  vice  versa.

 
2.0 POWERS
 
In carrying out its duties and responsibilities, the Nominating Committee shall have the following rights:
 
(a) The Nominating Committee shall not have the power to implement its recommendations but shall be obliged to report its recommendations to the full Board for the Board’s consideration.
(b) The Nominating Committee shall have access to all required information and assistance from personnel within the Company or to obtain external professional advice, at the cost of the Company, and to secure the attendance of representatives of such external advisers if deemed necessary.
 
 
3.0 COMPOSITION
 
(a) The Nominating Committee must comprise not less than 2 members, consisting of wholly non‐executive directors and a majority of whom are independent.
(b) No alternate director shall be appointed as a member of the Nominating Committee.
(c) The Chairman of the Nominating Committee shall be an Independent Non‐Executive Director approved by the Board.
(d) In the event of any vacancy resulting in non‐compliance of the minimum of 2 members, the Board shall appoint such number of directors to fill up such vacancy within 3 months of the event.
 
The Board must review the term of office and performance of the Nominating Committee and each of its members at least once every 3 years to determine whether the Nominating Committee and members have carried out their duties in accordance with their terms of reference.
 
 
4.0 DUTIES AND RESPONSIBILITIES

(a) Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board taking into consideration the candidates’:

(i)  skills, knowledge, expertise and experience;
(ii) professionalism and integrity;
(iii)commitment (including time commitment) and contribution;
(iv)background, character and competence;
(v) Boardroom diversity; and
(vi)in the case of candidate for the position of independent non‐executive director, the Nominating Committee shall also evaluate the candidate’s ability to discharge such responsibilities/functions as expected from independent non‐executive directors.
 
(b) Consider, in making its recommendations, candidates for directorships proposed by the Managing Director, Chairman and, within the bounds of practicability, by any other Senior Management or any director or shareholder and recommend to the Board, directors to fill the seats on the Board and/or the Board Committees;
(c) Review the selection of a Managing Director and recommend to the Board for approval;
(d) Review the candidates recommended by the Managing Director to be appointed as Senior Management of the Company and make the appropriate recommendation to the Board for approval;
(e) Assist the Board in the annual review of the performance of the Managing Director, all C-Suites or high ranking officers reporting directly to the Managing Director, and any other senior officer(s) deemed appropriate by the Board;
(f) Assist the Board, in the annual review of the effectiveness of the Board as a whole, Board Committees and the contribution of each individual Director including his/her time commitment, character, experience, integrity and competence to effectively discharge his/her role as a Director. In assessing the Director’s time commitment, the Nominating Committee should evaluate whether a Director is allocating sufficient time and attention to the affairs of the Company, including, among others, attendance at board or committee meetings, major company events, briefings or site visitations; participation in continuing training programmes; the directorships held in other listed issuers, public companies and corporations incorporated and listed outside Malaysia; and other commitments or positions taken by a Director and the time commitment involved.;
(g) Assess desirable numbers of independent directors and the independence of its independent Directors annually;
(h) Review the term of office and performance of the Audit and Risk Management Committee (“ARMC”), and each of its members, annually to determine whether the ARMC has carried out its duties in accordance with its Terms of Reference.
(i) Ensure that a new director to the Board is provided with an induction programme including, but not limited to, training to familiarise the director as to the nature of the business of the Company, current issues within the Company, the corporate strategy, the expectations of the Company concerning input from directors and the general responsibilities of directors;
(j) Review training requirements for each individual Director, recommend appropriate plans and programmes to ensure the Board’s required mix of skills are met. Details of trainings attended by all Directors shall be disclosed in the Annual Report as appropriate.
(k) Assess the desirable balance in board membership, considering the size, structure and number of directorships;
(l) Review and recommend re‐election of existing Directors under retirement by rotation based on provisions in the Company’s Constitution, having regard to the annual assessment made for the relevant Directors;
(m) Consider the possible representation of interest groups;
(n) Recommend the individuals for nomination as members of the Board by assessing the desirability of renewing existing directorships;
(o) Apply the process as determined by the Board, for assessing the effectiveness of the Board as a whole, the committees of the Board, and for assessing the contribution of each individual director, including independent non‐executive directors, as well as the Managing Director where all assessments and evaluations carried out by the Nominating Committee in the discharge of all its functions should be properly documented;
(p) Recommend to the Board the Company’s proposed boardroom diversity policies, targets (if any) and discuss measures to be undertaken to achieve those targets; and
(q) Recommend to the Board on the proposed protocol for accepting new directorships.
 
 
5.0 COMMITTEE MEETINGS
 
(a) The Nominating Committee shall meet at least once in the financial year and additional meetings may be called at any time, at the discretion of the Chairman of the Nominating Committee.
(b) The Nominating  Committee should  be entitled to the services  of the Company Secretary who must ensure that all appointments are properly made, all necessary information is obtained from the Board, the Company’s own records and for the purposes of meeting statutory requirements, as well as obligations arising from the Listing Requirements and / or other regulatory authorities.
(c) The quorum for a meeting shall be 2 members.
 
6.0 DISCLOSURE
 
The Nominating Committee should disclose in its annual report, a statement about the activities of the Nominating Committee in the discharge of its duties for the financial year. Such statement must include how the Listing Requirements are met and contain the following information:
 
(a) the policy on Board composition having regard to the mix of skills, independence and diversity required to meet the needs of the Company;
(b) the Board nomination and election process of Directors and criteria used by the Nominating Committee in the selection process; and
(c) the assessment undertaken by the Nominating Committee in respect of its Board, Committees and individual Directors, together with the criteria used for such assessment.
 
7.0 WRITTEN TERMS OF REFERENCE
 
The Nominating Committee must have written Terms of Reference which deals with the scope of its authority and duties which must include the selection and assessment of directors, and such Terms of Reference must be made available on the Company’s website.
 
 
8.0 REVISION OF THE TERMS OF REFERENCE
 
(a) Any revision or amendment to this Terms of Reference, as proposed by the Nominating Committee or any third party, shall first be presented to the Board for its approval.
(b) Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.