Term of Reference of Nomination Committee

The Board of Directors of MNRB Holdings Berhad has established a Nomination Committee drawn from amongst its members. The Terms of Reference of the Nomination Committee are as follows:-

  1. OBJECTIVES

    The primary objective of the Nomination Committee (“NC”) is to support and advise the Board of Directors in fulfilling their responsibilities to ensure the Board and the key management of the Company comprised individuals with the appropriate mix of qualifications, skills and experience.

  2. COMPOSITION OF NC
    1. The members of the NC shall be appointed by the Board comprising at least three (3) directors and exclusively Non-Executive directors, a majority of whom must be independent.
    2. The Chairman of the NC shall be an Independent Non-Executive Director appointed by the Board amongst the members of the NC.
      In the absence of the NC Chairman, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position.
    3. Only members of NC have the right to attend the committee meetings. However, other individuals such as the President & GCEO, the representatives from the Human Capital Management and other relevant departments as well as external advisers may be invited to attend all or part of any meeting, as and when appropriate and necessary.
    4. In order to avoid conflict of interest, a member of the NC shall abstain from participating in discussions and decisions on matters directly involving himself/herself.
  3. DUTIES AND RESPONSIBILITIES

    In fulfilling its primary objectives, NC shall undertake amongst others, the following duties and responsibilities:

    1. to oversee the overall composition of the Board and Board Committees, in terms of the appropriate size, knowledge, experience, skills, and the balance between Non-Independent Non-Executive Directors and Independent Non-Executive Directors.
    2. to assess and recommend to the Board competent persons of integrity with strong sense of professionalism for appointment as
      • Directors
      • President & GCEO
      • Group Shariah Committee members (“GSC member”)
      • Board Appointees (those having Job Grade 11 and above and those whose appointments have been prescribed by Bank Negara Malaysia to be approved by the Board)
      • Company Secretary
    3. to assess and recommend to the Board the appointment and reappointments of Directors, the President & GCEO and GSC members and the succession planning for them.
    4. to assess the independence of Independent Directors based on their objective judgement to board deliberations.
    5. to recommend to the Board the removal of a Director/President & GCEO/GSC member from the Board/Management/Group Shariah Committee if the Director/President & GCEO/GSC member is ineffective, errant and negligent in discharging his/her responsibilities.
    6. to review the results of the Directors’ Annual evaluation and assess the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board and the performance of the President & GCEO.
    7. to perform all obligations required to be undertaken by the NC under the Company’s Fit & Proper Policy and Procedure (“Fit & Proper Policy”) which includes, among others, as follows:-
      i.to review the Fit & Proper policy once a year to ensure their relevance and alignment with material changes in the business and risk profile and strategies of the Company.
      ii.to review the list of Key Responsible Persons (as defined in the Fit & Proper Policy) for the Company and be satisfied that the list is comprehensive and has taken into account all key positions.
    8. In determining the process for the identification of suitable candidates, NC will ensure that an appropriate review is undertaken to ensure the requirement and qualification of the candidate nominated based on a prescribed set of criteria comprising but not limited to the following:
      i.Skills, knowledge, expertise and experience;
      ii.Professionalism;
      iii.Integrity;
      iv.Existing number of directorships held; and
      v.Fit and Proper.

      NC shall, where required, engage directly with the candidates to ascertain their suitability for the position.

    9. to recommend to the Board the retirement of Directors by rotation and their re-election/re-appointment to the Board pursuant to the provisions in the Company’s Article of Association.
    10. to oversee the Company’s management of succession planning.
    11. to recommend training programmes to facilitate the Directors in the discharge of their duties and to keep abreast with industry developments and trends.

    The NC Chairman shall report on its proceedings and make any recommendations to the Board at the earliest Board meeting after each NC meeting.

  4. AUTHORITY
    1. NC is authorized by the Board to investigate any activity within its Terms of Reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the NC.
    2. NC is authorized by the Board to obtain independent legal or other professional advice as and when it considers necessary at the expense of the Company.
  5. NC MEETINGS
    1. The quorum for the NC meetings shall comprise at least two (2) or half (1/2) of the NC, whichever is the higher.
    2. The Chairman of the NC may invite any person to be in attendance to assist it in its deliberations.
    3. The NC should meet at a minimum two (2) times a year to carry out the activities as per this Term of Reference, or more frequently when the need arises.
    4. The Secretary to the NC shall be the Company Secretary.
  6. AMENDMENT, VARIATION OR MODIFICATION

    The Terms of Reference may be amended, varied or modified in writing as and when necessary subject to the Board’s approval.

    Dated: 30 May 2017