Nomination and Remuneration Committee Terms of Reference

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Composition

The NRC members shall be appointed by the Board of Directors (“Board”) from among the Non-Executive Directors only and consists of not fewer than three (3) members. The majority of the members shall be Independent Directors.

In the event of any vacancy in the NRC resulting in the number of members being reduced to less than three persons, the Board shall fill the vacancy within three (3) months.

The members shall elect a Chairman from among the Independent Directors in the NRC.

The Company Secretary shall be the Secretary of the NRC.


Meetings

The NRC shall meet at least once a year. Additional meetings may be called as considered necessary by the Chairman.

The quorum for a meeting shall be two (2) members.

Other Non-Independent Directors and/or staff may be invited to attend part or all of any meeting of the NRC.

A notice of meeting together with an agenda and proposal papers will be circulated to all members before the time of holding the meeting.

All proceedings of the meeting shall be minuted.

All decisions and resolutions passed by the NRC shall be tabled to the Board for approval during Board Meetings.


Duties and Responsibilities

  1. 1.    To recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendations, the NRC shall consider the candidates’ skills, knowledge, expertise and experience, professionalism and integrity. In the case of candidates for the position of Independent Director, the NRC shall evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Director.
  2. 2.   To consider, in making recommendations, candidates for directorships proposed by the Chairman or by any other senior executive or any Director or shareholder.
  3. 3.   To recommend to the Board, Directors to fill the seats on Board Committees.
  4. 4.   To assess the effectiveness and balance of the Board as a whole, the Committees of the Board and the contribution of each individual Director.
  5. 5.   To review the terms of office and performance of the Audit Committee and its members annually.
  6. 6.   To propose the re-election of Directors retiring in accordance with the Company’s Constitution at each Annual General Meeting of the Company.
  7. 7.   To review the Non-Executive Directors’ participation and determine if additional Board members are required to ensure that at least 1/3 of the Board consists of Independent Directors.
  8. 8.   To recommend to the Board on the appropriate number of Directors to comprise the Board which should fairly reflect the investment of the minority shareholders in the Company.
  9. 9.   To recommend to the Board, the remuneration of each Director in all its form, with the respective Directors abstain from deliberating their own remuneration.
  10. 10.   To establish and review the level of remuneration packages of each individual Executive Director such that the levels of remuneration are sufficient to attract and retain the Directors needed to run Stella Holdings Berhad successfully.