- The Nominating Committee shall be appointed by the directors from amongst its members and shall comprise of no fewer than three (3) members who are non-executive directors, the majority of whom shall be independent directors.
- The members of the NC shall elect from among their number a Chairman who is an independent non-executive director.
- Where the members of NC for any reason are reduced to less than three (3), the Board shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
Meeting and Minutes
- The NC shall meet as and when required upon request by the members, provided that NC shall meet at least once a year.
- The Company Secretary or such other person(s) authorized by the Board of Directors of Magni shall act as the Secretary to NC.
- The quorum for NC meeting shall be the majority of members present whom must be independent directors.
- Attendance at a meeting may be by being present in person or by participating in the meeting by means of video, audio or teleconference.
- The NC may at its discretion and as the need arises, invite one or more persons to attend the meeting.
- Minutes of each meeting shall be kept by the Secretary, and shall be circulated to all members of the NC and be presented for notification to the Board of Directors of Magni.
- The NC may deal with matters by way of circular resolutions in lieu of convening a formal meeting.
- Unless specified above, the NC shall regulate its own procedure and business.
- All recommendations and findings of the NC shall be submitted to the Board for approval.
Functions and Duties
- To formulate the nomination, selection and succession policies for members of the Board.
To recommend to the Board suitable candidates for appointments, re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committees. Factors in deciding the suitability of the candidates include, amongst others, integrity and professionalism, expertise and experience, wisdom, dedication and commitment, and board diversity.
For the position of independent non-executive directors, the candidates are expected to have the ability to discharge such responsibility/functions as expected from independent non-executive directors.
- To review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required.
- To assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.
- To assess the independence of the independent directors.
- To ensure that all Directors receive appropriate continuous training programs in order to keep abreast with developments in the relevant industries and with changes in the relevant statutory and regulatory requirements.
- The appointment and assessment of the performance of Key Senior Management are delegated to the Executive Directors
Review of the Terms of Reference
The NC shall review and assess the adequacy of this Terms of Reference on a periodic basis determined by the NC or as and when necessary. Any revision or amendments to the Terms of Reference shall be approved by the Board.