• The members of the Nomination Committee shall be appointed by the Board from amongst their members, consisting entirely of independent non-executive directors and shall consist of not less than 3 members.
• The members of the Committee shall elect the Chairman from amongst their members who shall be a Senior Independent Non-Executive Director.
• If a member of the Committee ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
• The Company Secretary shall be the Secretary of the Committee.
The terms of reference for the Committee are:
• To nominate and recommend to the Board, candidates to be appointed as Director of the Company.
• To consider in making its recommendations, candidates for directorships proposed by the Executive Chairman or by any other senior executive or any director or shareholder.
• To recommend to the Board, directors to fill the seats on Board committees.
• To assist the Board in its annual review of its required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board and to assess the effectiveness of the Board as a whole, the committees of the Board and the individual director on an annual basis.
Meetings are to be held as and when necessary. The quorum for each meeting shall be two (2). The Committee will decide its own procedures and other administrative arrangements. Minutes of each meeting shall be kept by the Secretary as evidence that the Committee has discharged its functions.
The term of reference is reviewed and approved by the Board of Directors on 27 July 2016.