REXIT BERHAD (668114-K)
TERMS OF REFERENCE
The Nominating Committee shall be appointed by the Board from amongst the Directors of the Company and shall comprise exclusively of Non-Executive Directors, a majority of whom must be independent. The Chairman of the Nominating Committee should be an Independent Director identified by the Board. The Company Secretary shall be the Secretary of the Nominating Committee meeting.
The purpose of the Nominating Committee is to assess the suitability of candidates to be appointed to the Board. In making such assessment, consideration should be given to the candidate’s competency, commitment, contribution and performance. The Nominating Committee should facilitate the new Board Member’s induction and training programmes. The nomination and election process of Board Members should be disclosed in the Company’s Annual Report. In carrying out its functions, the Nominating Committee adheres to the policies and procedures set by the Company’s ultimate holding / holding company.
3. Meetings and Quorum
The Nominating Committee shall meet at least once in every year. The presence of the majority of the Independent Non-Executive Directors shall form the quorum of the meeting.
4. Roles and Functions
(i) To assess and recommend new appointments to the Board and Board Committee;
(ii) To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors including the criteria to assess their independence;
(iii) To review the succession plans for Directors and senior management and to ensure and maintain an appropriate balance of skills, experience etc. necessary or the Company’s business;
(iv) To evaluate the re-appointment of any Non-Executive Director at the conclusion of their specific term of office;
To assist the Board in reinforcing its independence: - where the tenure of an Independent Director has exceeded a cumulative term of twelve (12) years, then to provide relevant justifications when seeking shareholders’ approval in the event the Committee’s recommendation is to retain the individual as an Independent Director serving more than twelve (12) years;
(vi) To regularly review the structure, size and composition (including mix of skills, knowledge, experiences, gender diversity and etc.) of the Board and make recommendations to the Board for any changes required;
(vii) To evaluate the performance and effectiveness of the Board as a whole, the Board Committees and the contribution of each individual director on an annual basis;
(viii) To review and recommend suitable training programmes for the Board members including board induction and training for new directors; and
(ix) To review the term of office and performance of Audit & Risk Management Committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.