The Board of Directors shall elect the Committee members from amongst themselves, comprising exclusively of Non-Executive Directors, a majority of whom are Independent Directors and number at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.
The Chairman of the Committee shall be a Senior Independent Non-Executive Director appointed by the Board. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
The Committee shall meet at least once a year. More meetings may be conducted if the need arises. The quorum for a meeting of the Nomination Committee shall be two (2) members, present in person, a majority of whom must be Independent Directors.
A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.
The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Committee meetings and responsible for keeping the minutes of meetings of the Committee, and circulating them to committee members and to the other members of the Board of Directors.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the Companyâ€™s expense, as and when it considers this necessary in the discharge of its responsibilities.
The duties of the Committee shall be to:-
5. PERIODIC REVIEW
This Terms of Reference shall be reviewed annually by the Nomination Committee.
6. REVISION OF THE TERMS OF REFERENCE
This Terms of Reference is reviewed and approved by the Board of Directors on 25 February 2016.