Nomination Committee

DFCITY Group BerhadNomination Committee


Chong Peng Khang Member
Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Member

Terms of Reference

1. Objectives

The principal objective of the Nomination Committee (“NC”) is to assist the Board of Directors in their responsibilities in nominating new members to the Board of Directors. The NC shall also assess the performance of the Board, Board Committees, and the Individual Directors of the Company on an on-going basis.

The role of the NC is to ensure that the Board comprises Directors with an appropriate mix of responsibilities, skills, experience, as well as to ensure a proper balance between Executive Directors and Independent Non-Executive Directors.

2. Composition of members

The Board shall elect amongst themselves the Directors of the company and shall consist of not fewer than three (3) members whom are all Non-Executive Directors and a majority of them must be Independent Directors.

If a member of the NC resigns from his post or for valid reasons, cease to be a committee in which results the number of members to be below 3, the Board shall, within 3 months from the date of the event, appoint such number of new members as may be required to make up the minimum number of 3 members.

No alternate director shall be appointed as a member of the NC.

3. Chairman

The NC shall elect amongst themselves a Chairman of which must be an Independent Non-Executive Director approved by the Board.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the NC meeting.
The responsibilities of the Chairman are to ensure smooth flow of meeting and to report to the Board on any matter that requires the Board’s attention and to present recommendations from the Nomination Committee of which requires approval from the Board.

The Chairman shall lead the succession planning and appointment of board members, including the future Chairman and CEO.

The Chairman will also lead the annual review of board effectiveness, ensuring that the performance of each individual Director is independently assessed.

4. Secretary

The Secretary of the NC shall be the Company Secretary of the Company and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.

5. Meetings

  • The NC may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
  • The Secretary shall on the requisition of the members of the NC summon a meeting of the NC except in the case of an emergency, reasonable notice of every NC meeting shall be given in writing.
  • The NC members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
  • A resolution in writing, signed or approved by majority of the members of the NC shall be as effectual as if it has 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 NC members. Such resolution may be approved by letter, electronic mail, telex or telefax or other electronic communication.

6. Quorum

A quorum for a meeting of the NC shall consist of two (2) members.

7. Authority

The NC shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,

  1. select and recommend new members of the Board and its committees to the Board.
  2. annually review the required mix of responsibilities, skills, experiences and other qualities, including core competencies, which Non-Executive and Executive Directors should have.
  3. assess on an annual basis, appointment and re-appointment of Independent Director as provided in Bursa Malaysia Securities Berhad’s Main Market Listing Requirements. The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. After a cumulative term of nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director. However, if the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification and seek shareholders’ approval annually. If the Board continues to retain an Independent Director after year twelfth (12), the Board should provide justification and seek shareholders’ approval annually through a two-tier voting process as defined by the Malaysian Code on Corporate Governance.
  4. be entitled to the services of a company secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Listing Requirements of Bursa Malaysia Securities Berhad or other regulatory requirements

Notwithstanding anything stated above, the NC shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.

8. Duties and Responsibilities

The duties and responsibilities of the NC are as follows:-

  1. To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or the Board of Directors. In making its recommendations, the NC would consider the candidates’:-
    • skills, knowledge, expertise and experience;
    • professionalism;
    • gender diversity;
    • integrity; and
    • in the case of the candidates for the position of Independent Non-Executive Directors, the NC would evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors;
  2. To consider, in making its recommendations, candidates for directorships proposed by the Directors and, within the bounds of practicability, by any other senior executive or any Director or Shareholder, by any other senior executive or any Director or Shareholder and take steps to ensure that gender, ethnicity and age group diversity is considered as part of its recruitment exercise.
  3. To recommend to the Board of Directors the candidates to fill the seats on Board Committees.
  4. To assess the effectiveness of the Board of Directors as a whole and each individual Director/committee of the Board, including Independent Non-Executive Directors, as well as the Managing Director annually. All assessments and evaluations carried out by the NC in the discharge of all its functions to be properly documented.
  5. To develop the criteria to assess independence and to assess on an annual basis, the independence of the Independent Non-Executive Directors and recommend the same to the Board of Directors.
  6. To recommend the retirement of Directors by rotation and re-election to the Board pursuant to the Company’s Constitution.
  7. To review the term of office and performance of all Board Committees and each of its members annually to determine whether all Board Committees and their members have carried out their duties in accordance with their terms of reference.
  8. To oversee the management of the succession planning.
  9. To act in line with the directions of the Board of Directors.
  10. To consider and examine such other matters as the NC considers appropriate.
  11. To review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.

9. Reporting Responsibilities

The Chairman of NC shall report on each meeting to the Board on the nature and extent of the functions performed by NC and may take such recommendations to the Board as it may think fit.

These terms of reference may change from time to time to fulfill such other requirements as prescribed by the Bursa Malaysia Securities Berhad and/or to align the NC with recommended best practices and proper corporate governance.

Copyright © 2023 DFCITY Group Berhad. Reg. No 200801038692 (840040-H). All rights reserved.