Nomination Committee

Terms Of Reference
The Nomination Committee shall be appointed by the Board from among their number and shall comprise of not fewer than three (3) in number.
The majority of the members of the Committee shall be Independent Non-Executive Directors.
The members of the Committee shall elect a Chairman from amoung their number who is not an Executive Director of the Company.
In the event of any vacancy in the Committee resulting in the number of members being reduced to below three, the Board shall within three (3) months fill the vacancy.

The Nomination Committee is entrusted with the task of proposing new nominees for the Board and for assessing existing Directors on an on-going basis.
The ultimate decision as to who shall be nominated should be the responsibility of the full Board after considering the recommendations of such a Committee.

(i) To determine the core competencies and skills required of Board members to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies.
(ii) To review the size of Non-Executive participation, Board balance and determine if additional Board members are required and also to ensure that at least 1/3 of the Board is independent.
(iii) To recommend to the Board on the appropriate number of Directors to comprise the Board which should fairly reflect the investments of the minority shareholders in the Company, and whether the current Board representation satisfies this requirement.
(iv) To recommend to the Board, candidates for all directorship to be filled by the shareholders or the Board. In making its recommendations, the Nominations Committee shall consider the candidates’ –

- skills, knowledge, expertise and experience;
- professionalism;
- integrity; and
- in the case of candidates for the position of independent non-executive directors, the Nomination Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors;

(v) To consider in making its recommendations, candidates for directorship proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder.
(vi) To recommend to the Board, Directors to fill the seats on the Board Committees.
(vii) To undertake an annual review of the required mix of skills and experience and other qualities of Directors, including core competencies which Non-Executive Directors should be bring to the Board and to disclose this in Annual Report.
(viii) To assist the Board to implement a procedure to be carried out by the Nomination Committee annually for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contributions and performance of Directors and Board of Committee members including the independent non-executive directors and Chief Executive Officer. All assessments and evaluations carried by the Nomination Committee in the discharge of all its functions shall be properly documented.
(ix) To introduce such regulations or guidelines, procedures to function effectively and fulfil the Committee’s objective.

(a) The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Nomination Committee Chairman’s discretion.
(b) The quorum of each meeting shall be two (2) members.

The Chairman of the Committee shall report on each meeting to the Board.

The Secretary of the Committee shall be the Company Secretary.

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