23
ANNUAL REPORT 2015
statemeNt on corporate governance (cont’d)
2.
STRENGTHEN COMPOSITION
The Board has nine (9) members. Two (2) are Executive Directors and seven (7) Non-Executive Directors. Four (4)
Directors or 44% of the Board members are Independent Non-Executive Directors. This composition fulfills the
requirements as set out under the Listing Requirements of Bursa Malaysia Securities Berhad, which stipulate that
at least two (2) Directors or one-third of the Board, whichever is higher, must be independent. The profile of each
Director is presented on pages 5 to 9.
2.1 Nomination Committee
The Board has a Nomination Committee comprising entirely of Non-Executive Directors, of whom two-third
(2/3) are independent.
The following Directors are members of the Nomination Committee:-
Chairman - Datuk Talib Bin Haji Jamal
(Independent Non-Executive Director)
Members - Mr John Leong Chung Loong
(Independent Non-Executive Director)
- Dato’ Sri Dr. Tiong Ik King
(Non-Independent Non-Executive Director)
The key terms of reference of the Nomination Committee are: -
• assessing and recommending to the Board the candidates for Directors and appointment of Directors
to Board Committees;
• reviewing Board size and effectiveness of the Board and Board Committees;
• assessing independence of Independent Directors; and
• identifying appropriate training for Board members.
The activities of the Nomination Committee during the financial year were as follows:
• reviewed the required mix of skills, experience, size and composition of the Board;
• assessed the effectiveness of the Board as a whole, the Board Committees and the contribution of each
individual Director;
• assessed the independence of the independent Directors;
• reviewed and made the recommendation to the Board on the re-election and re-appointment of Directors
based on assessment conducted; and
• identified training programme for Board of Directors.
The Nomination Committee meets as and when required. Two meetings were held during the financial year
ended 30 June 2015 and were attended by all the members. All recommendations of the Nomination Committee
are subject to the approval of the Board.
2.2 Criteria for Recruitment and Annual Assessment of Directors
The Nomination Committee is responsible to recommend the identified candidate to the Board either to fill
a casual vacancy or as an addition to the existing Directors. In evaluating the suitability of candidates, the
Nomination Committee considers, among others, the competency, experience, character, integrity, commitment
(including time commitment) and contribution of the candidates including where appropriate, the criteria (based
on definition of Independence in the Listing Requirements of Bursa Malaysia Securities Berhad) on assessing
the independence of candidates’ appointment as Independent Non-Executive Directors.
