A. OBJECTIVE

The members of the NC shall be appointed by the Board from amongst the Directors of the Company and shall comprise of at least three (3) members, all of whom must be Non-Executive Directors, with a majority of them being independent.

The NC shall elect a Chairman from among its members and the elected Chairman shall be an Independent Non-Executive Director.

If a member of the NC resigns or for any other reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall, within three (3) months from the date of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

The term of office and performance of the NC and each of its members shall be reviewed by the Board annually to determine whether the members have carried out their duties in accordance with their terms of reference.

C. AUTHORITY

1. To seek any information it requires from management of the Company in order to perform its duties.
2. To call for any appropriate person or person to be in attendance to make presentations or furnish or provide independent advice on any matters within the scope of responsibilities.
3. To obtain, at the Company's expense, external legal or other professional advice on any matters within its terms of reference.

D. DUTIES AND RESPONSIBILITIES

In fulfilling its primary objectives, the NC shall undertakes, amongst others, the following duties and responsibilities:-

1. Undertake an annual review of the Board's succession plans, taking into consideration, the present size, structure and composition of the Board and Board Committees as well as the required mix of skills, experience and competency required and make recommendations to the Board with regard to any adjustments that are deemed necessary;
2. Facilitate the evaluate the effectiveness of the Board as a whole, the various Committees and each individual Director's contribution to the effectiveness on the decision making process of the Board;
3. Give full consideration to succession planning for Directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the Board in the future;
4. Responsible for identifying and make recommendation to the Board on new candidates for election / appointment to the Board or to fill board vacancies as and when they arise;
5. Ensure that orientation and education programmes are provided for new members of the Board;
6. Recommend to the Board concerning the re-election / re-appointment of Director to the Board pursuant to the provisions in the Company's Article of Association;
7. In determining the process for the identification of suitable candidates for the Board, Board Committees and Senior Management, the NC will ensure that an appropriate review is undertaken to ensure the requirement and qualification of the candidate nominated based on a prescribed set of criteria comprising but not limited to the following:-
   • Skills, knowledge, expertise and experience;
   • Professionalism;
   • Integrity;
   • Existing number of directorships held;
   • Confirmation of not being an undischarged bankrupt or involved in any court proceedings in connection with the promotion, formation or management of a corporation or involving fraud or dishonesty punishable on conviction with imprisonment or subject to any investigation by any regulatory authority under any legislation; and
   • In the case of candidates being considered for the position of independent director, such potential candidates have the ability to discharge such responsibilities/functions as expected from independent non-executive directors. Amongst others, the potential candidates must fulfil the criteria used in the definition of "independent directors" prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and being able to bring independent and objective judgement to the Board.

   Where required, the members of the NC would meet up with potential candidates for the position of director to conduct an assessment of the suitability.
   
   (Note: The Group practices non-discrimination in any form whether based on age, gender, ethnicity or religion throughout the organisation and this includes the selection of directors).

8. Undertake an annual review of the training programmes attended by the Directors for each financial year as well as the training programmes required to aid the Directors in the discharge of their duties as Directors and to keep abreast with industry developments and trends.
9. Provide a report summarising its activities for the year in compliance with the Malaysian Corporate Governance Code, Listing Requirements and any relevant regulations. The report can be incorporated into the corporate governance statement in the annual report.

E. MEETINGS OF THE NC

The NC shall meet at least once a year and as frequently as may be required.

In the event the elected Chairman is not able to attend a meeting, a member of the NC shall be nominated as Chairman for the meeting. The nominated Chairman shall be an Independent Non-Executive Director.

All matters arising from meetings of the NC shall be determined by a majority of votes. In the event of an equality of votes, the Chairman shall have a casting vote.

I. SECRETARY AND MINUTES

A resolution in writing, signed by a majority of the NC members present in Malaysia for the time being entitled to receive notice of a meeting of the NC, shall be as valid and effectual as if it had been passed at a meeting of the NC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the members of the NC.

K. REVISION AND UPDATES

This Terms of Reference will be reviewed and updated when necessary to ensure it remains consistent with the NC's objectives and responsibilities.