Datasonic Group Berhad Annual Report 2015 - page 22

20
Annual Report 2015
2.
STRENGTHEN COMPOSITION (CONT’D)
2.1 Nomination Committee (cont’d)
The key duties and responsibilities of the Nomination Committee include, amongst others:-
a) Assess and recommend to the Board, eligible candidates to serve on the Board and also
Directors to serve as members of the relevant Board Committees;
b) Evaluate the effectiveness of the Board and Board Committees (including its size and
composition) and the contribution of each and every Director;
c) Review and assess the required mix of skills, experience and other qualities required by the
Board to run the Company effectively, including the core competencies which Directors
should bring to the Board;
d) Review and assess the independence of the Board’s Independent Directors; and
e) Review the induction and training needs of the Directors.
In May 2015, the Nomination Committee reviewed and revised the Terms of Reference of the
Nomination Committee, which were formally approved by the Board.
The Terms of Reference of the Nomination Committee is available for reference on the
Company’s website at
2.2 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors
The appointment of new Directors is under the purview of the Nomination Committee which
is responsible to perform a thorough assessment with emphasis on the criteria of fit and proper
qualifications prior to recommending the candidates to the Board for its approval.
During the financial period under review, the Nomination Committee reviewed and
recommended to the Board the appointment of two (2) female candidates to fill the Board
positions as an Executive Director and a Non-Independent Non-Executive Director respectively.
The Nomination Committee assessed the performance of those Directors who are due to retire
and eligible to stand for re-appointment or re-election at the forthcoming Seventh Annual
General Meeting. The Nomination Committee is satisfied with the performance of the retiring
Directors and the Board approved the Nomination Committee’s recommendations for the re-
appointment or re-election of the concerned Directors.
The Nomination Committee carried out an evaluation of the effectiveness of the Board
and Board Committees and individual Directors. This includes the roles and responsibilities
of the Board; the Board composition; information to the Board; conduct of Board meetings;
Performance Evaluation on Board and Board Committees and Directors’ self-assessment. The
Nomination Committee reviewed the outcome of the evaluation exercise and the areas for
continuous improvement.
The Nomination Committee reviewed the required mix of skills and experience and other
qualities, including core competencies which the Directors should bring to the Board.
The Board acknowledges the importance of gender diversity and is committed to provide
fair and equal opportunities in ensuring that eligible women candidates are sought as part
of its recruitment exercise. The number of female Directors currently on the Board is two (2),
representing approximately 14% of the total Board composition.
The Nomination Committee also reviewed the current composition of the Board, Board
Committees and boardroom diversity, including gender diversity.
STATEMENT ON CORPORATE GOVERNANCE
(Cont’d)
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