Annual report 2014
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5. Review Board’s service contract and succession plan.
The Committee reviewed each Executive Directors’ service contract based on the BoardCharter’s guideline
and their respective contribution to the Group. The Committee recommended to extend all executive
directors’ service contract that expired during the financial year. The tenure of each contract is not longer
than a continuous period of three years as per Board Charter.
The Committee also reviewed the succession plan of all directors and key management base on the
individual’s willingness to continue and necessity. The Committee was satisfied with current succession
planning that minimizes the impact on business continuity.
6. Review induction and training needs of directors.
The Committee reviewed the training attended by individual director every six months and recommended
training suitable for individual director based on annual assessment result, skill matrix and past training
record. The Committee concluded that all Directors have received sufficient and appropriate training
during FY2014 that is relevant and would serve to enhance their effectiveness in the Board and the Board
Committees. The details of the Directors’ training are set out on page 31.
7. Review nomination and election process.
The Committee has reviewed the nomination and election process and established a clear and transparent
nomination and election policy:
• The Committee could outsource director candidate search to professional firm to ensure that a
diverse range of candidates are considered or accept recommendation by any board member but
the Committee should not be influenced by major controlling / dominant shareholders or the CEO /
executive directors.
• The director candidate should be interviewed by at least Board Chairman, NRC Chairman, and CEO
and should at least meet all board members.
• The number of director candidates recommended by the nominating committee should be greater
than the available board seats, where possible.
• Newly appointed Directors are subject to election by shareholders at the first Annual General Meeting
(“AGM”) after their appointment.
• At least one-third (1/3) of the remaining Directors be subject to re-election by rotation at each AGM
and all directors shall retire from office at least once every three (3) years. The Directors retiring from
office shall be eligible for re-election by the shareholders.
• An independent director who had served on the Board for a period of nine years or more shall submit a
Declaration of Independence if she or he wishes to continue to serve as an Independent Director. NRC
shall consider the re-appointment based on the Declaration of Independence, assessment criteria and
guidelines set out in the policy and make the appropriate recommendation to the Board. This shall also
subject to re-election by shareholder in the next AGM.
NOMINATION AND REMUNERATION
COMMITTEE REPORT
