Nomination And Remuneration Committee - Terms of Reference
HOVID BERHAD (Company No. 58476-A)
(Incorporated in Malaysia)
The Nomination and Remuneration Committee was established by the Board of Directors (“the Board”) of Hovid Berhad (“the Company”) on 22 December 2004.
The Nomination and Remuneration Committee currently comprise the following members:-
|YM Raja Shamsul Kamal Bin Raja Shahruzzaman||Chairman||Independent Non-Executive Director|
|Chuah Chaw Teo||Member||Independent Non-Executive Director|
|Dato’ Che Mohd Zin Bin Che Awang||Member||Independent Non-Executive Director|
|Chiam Tau Meng||Member||Independent Non-Executive Director|
TERMS OF REFERENCE
A) SIZE AND COMPOSITION
The Board shall by resolution appoint members to the Nomination and Remuneration Committee (“the Committee”) which shall consist of wholly non-executive directors and majority of whom are independent as defined under the Main Market Listing Requirements1 of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Malaysian Code of Corporate Governance 20122 (“the Code”).
The Main Market Listing Requirement and Malaysian Code of Corporate Governance 2012 shall include regulations and rules as may be amended, modified or varied from time to time or any other directives or requirements imposed by Bursa Securities and other appropriate authorities to the extent required by law.
The Committee shall be appointed by the Board from among their members and shall comprise not less than three (3) in numbers.
The majority of the members in the Committee shall be persons not having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the functions of the Committee.
The members of the Committee shall elect a Chairman among them. The Code recommended that the Chairman of the Committee should be the Senior Independent Director identified by the Board.
In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall, within three (3) months fill the vacancy.
The Committee shall hold at least one (1) meeting per year and such other additional meetings as the Chairman shall decide or if required. The Committee may invite any director, senior managers and executives to attend the meetings, if required.
A quorum shall consist of at least two (2) Independent Non-Executive Directors. The Company Secretary or any senior officer appointed by the Committee for this purpose shall act as Secretary of the Committee.
Unless otherwise determined by the Committee from time to time, notice of all Committee’s meetings shall be given to all the members at least seven (7) days before the meeting either personally or by electronic or facsimile transmission.
The Chairman of the Committee shall preside as the Chairman at every Committee meeting of the Company or if the Chairman is absent from the meeting, the members present shall elect a Chairman from amongst the Independent Non-Executive Directors.
Any question arising at any meeting shall be decided by a majority of votes and a determination by a majority of members shall be for all purpose a determination of the Committee.
Minutes of meeting shall be kept and circulated to each member. The Chairman of the Committee shall report on each meeting to the Board.
The 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 recommendation of the Committee.
The Committee shall ensure that the Company’s Executive Directors are fairly rewarded for their individual contributions to the Company’s overall performance and the levels of remuneration should be sufficient to attract and retain Directors to run the Company successfully.
The Committee shall also demonstrate to all stakeholders in the business that the remuneration of the Executive Directors of the Company is set by a Committee of the Board members who have no personal interest in the outcome of their decisions and who will give due regard to the interest of stakeholders and to the financial and commercial health of the Company.
The Committee shall review the term of office and performance of each Audit Committee members annually.
To determine the core competencies and skills required by the 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.
To review the size of Non-Executive participant, Board balance and determine if additional Board members are required and also to ensure that at least one-third (1/3) of the Board is independent.
To recommend to the Board the appropriate number of Directors to comprise the Board, this should fairly reflect the investments of the minority shareholders in the Company and whether the current Board representation satisfies this requirement.
Recommend to the Board, candidates for all directorships, taking into consideration the candidates’ skills, knowledge, expertise and experience, professionalism, integrity; and in the case of candidates for the position of Independent Non-Executive Directors, the Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected of Independent Non-Executive Directors.
Consider, in making its recommendation, candidates proposed by the Managing Director and within bounds of practicality, by any senior management or any director or shareholder.
Recommend to the Board, candidates to fill the seats on Board Committees.
Assists the Board in an annual review of the required mix of skills and experience and other qualities including core competencies which Non-Executive Directors should bring to the Board and to disclose this in the Annual Report.
Annually assess the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual director, including Independent Non-Executive Directors and Managing Director. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented.
To recommend to the Board the appropriate remuneration packages of the Executive Chairman, Managing Director and Executive Directors.
To formulate policies, guidelines and set criteria for remuneration packages for the Executive Directors, such as:-
Profit sharing schemes (if any)
Share Options (if any)
Compensation for early termination and
Any other benefits.
To ensure that the Executive Directors are fairly and appropriately remunerated according to individual performance, seniority in service, experience and scope of responsibilities and the general market sentiments or conditions.
To ensure that all necessary action are taken expediently by the Board to offer appropriate rewards, benefits compensation and remuneration to ensure that the Company attracts and retains the individual Directors needed to run the Company successfully.
To ensure that all remuneration packages and benefits given to the Directors are in compliance with all laws, rule requirements, regulations and guidelines set by the relevant authorities and the Board from time to time.
To conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related to corporate and individual performance.
To obtain the advice and information from external source, if necessary, to compare the remuneration currently earned by the Executive Directors and those paid to Executive Directors of other companies of a similar size in comparable industry sector.
To ensure that a fair differential between the remuneration of Board members and other levels of management is maintained.
Hovid Berhad (58476)
Nomination and Remuneration Committee
Terms of Reference