Board’s Procedures For Appointment Of Directors
1. Introduction
2. Responsibility and Structure
2.1. The Nominating Committee is entrusted with the responsibility to review, propose and recommend the appointment of potential new Directors after taking into consideration the current and future needs of the Company.
2.2. The Nominating Committee which is responsible for reviewing the effectiveness of the Board as a whole, the Board’s committees, the contributions of the individual Directors and the independence of the Independent Directors of the Company, will where appropriate, make its recommendations to the Board on the need to increase the Board size, composition, necessary skills, calibre and experience required and where available the potential candidates for appointment.
3. Sources of Potential Candidates
3.1. The Nominating Committee will where practical, maintain a database of potential candidates.
3.2. Potential candidates can be sourced from:
- existing Directors and substantial shareholders of the Company;
- existing key senior management of the Company;
- professional bodies and organisations;
- business associates and shareholders;
- other independent sources including sourcing from a directors’ registry, open advertisements or independent search firms; and
- others.
4. Recruitment Process
Upon a decision being made by the Board to appoint Directors:
- The Nominating Committee will identify suitable candidates from its available database or sources maintained taking into consideration the required skills, competencies, experience, Company’s Fit and Proper Person Policy and such other parameters as may be determined by the Board.
- The chairman of the Nominating Committee, Managing Director and/or executive directors of the Company will meet with the identified candidates to assess/ reassess their suitability for appointment.
- The identified candidate if cleared by the Nominating Committee will then be recommended to the Board for appointment.
- Prior to their appointment, the identified candidates will be invited to an introductory meeting with the Board, for the Board to assess and evaluate such candidates.
- Subsequent or further meetings with the candidates may be arranged to the satisfaction of the Board, should the need arise.
- The discretion to accept or reject a candidate rest with the
