WONG ENGINEERING CORPORATION BERHAD (409959-W)
(Incorporated in Malaysia)
TERMS OF REFERENCE OF THE NOMINATION COMMITTEE
The objective of the Nomination Committee is to assist the Board in the selection process for new appointments on the Board in ensuring the effectiveness of the Board as a whole as well as appointments of Senior Management personnel and on overall policies on human resource planning and development.
The Nomination Committee (“the Committee”) shall consist of at least three (3) members and not more than five (5) and be appointed by the Board from amongst the Directors comprising mainly but not wholly of Non-Executive Directors.
The Chairman of the Committee shall be an Independent Non-Executive Director.
The Group Executive Secretary shall be the Secretary of the Committee.
- Meetings of the Committee shall be held as and when deemed necessary but nonetheless, shall be held at least once a year.
- Quorum for meeting of the Committee shall be two (2) members, one of whom shall be an Independent Non-Executive Director.
- The Committee may invite other Board members, Directors and Senior Management personnel of the Company and the Group (subsidiary companies) to attend meetings of the Committee at its discretion.
- Copies of minutes of all meetings of the Committee shall be given to all Board members when necessary.
- Scope of Duties and Responsibilities
The scope and responsibilities of the Nomination Committee shall include the following and such other responsibility as may be determined by the Board from time to time:
- To consider and make recommendations to the Board on the suitability of candidates nominated for appointment on the Board.
- To consider and make recommendations to the Board, Directors to fill the seats on Board Committee.
- To review and make recommendations to the Board, the required mix of skills and experience including core competency which Non-Executive Directors should bring to the Board.
- To make recommendations to the Board for the implementation of a process for the annual assessment of the effectiveness of the Board as a whole, the Committee of the Board and for assessing the contribution of each individual Director.
- To review and plan for succession to the position of Chief Executive Officer as well as Senior Management positions in the Group. In this regard, the Chief Executive Officer shall provide the Committee with an assessment of Senior Management and their potential for purposes of recommending the appointments and promotions of Senior Management and appointments to Senior Management positions.
- To review and make recommendations to the Board on matters relating to the recruitment of Senior Management personnel of the Group.
- To review and make recommendations to the Board the required mix of skills and experience including core competency for key management personnel in the Group.
- In identifying candidates for appointment of directors, the Committee does not solely rely on recommendations from existing board members, management or major shareholders. The Committee may consider independent sources to identify suitably qualified candidates.
The Committee is given full authority by the Board to engage the services of independent advisers and consultants as and when required to assist the Committee members in their deliberations.
Decisions and recommendations of the Nomination Committee shall be reported back to the Board for ratification and where required by rules and regulations governing the Company, for approval of shareholders at a general meeting.