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Strength Composition - Board (for NRC)

 

BOARD SELECTION AND NOMINATION PROCEDURE

1.          INTRODUCTION

The Board of Directors plays a pivotal role in ensuring that the Company achieves its overall strategic direction. In this regard, the Board must comprise of individuals with experiences, backgrounds and perspectives, in such that it facilitates the making of informed and critical decisions. Consequently, the selection of Board Members is critical in determining the direction of the Company/Group.

2.          ASSESSING THE BOARD’S SKILLS AND REQUIREMENTS

2.1        The assessment of the skills required of the Board which shall be in line with the Company / Group’s strategic direction will be undertaken on an annual basis during the Board Evaluation Assessment.

2.2        In addition to the annual assessment, the Board will undertake to evaluate / assess the skills represented on the Board when there is a retirement / resignation of any of the non-executive Directors from the Board, and determine whether the skills represented on the Board meet the requirements of the same.

3.          CORE SKILLS REQUIRED OF THE BOARD

3.1        In assessing the skills required of the Board, the Directors shall consider whether the following skills, knowledge/experience, mindset and intrinsic values are represented:

KNOWLEDGE

  • Legal
  • Risk & Audit
  • Merger and Acquisitions
  • Finance
  • Marketing
  • Operational Turnaround
  • Key industry trend, geographies and function (i.e. operational and technical) in pharmaceutical, chemical and fertilizer
  • Cultural, social and political

SKILLS

  • Strategic expertise / input
  • Business acumen
  • Uses networks to advise and benefit the Company / Group
  • Challenges the status quo and constructively solves problem
  • Managing multiple stakeholders

MINDSET

  • Balances shareholder and valid stakeholder interests
  • Has the integrity and courage to act in the best interest of the Company / Group
  • Willing to invest adequate time and effort

INTRINSIC VALUES

  • Focuses on results
  • Influencing style and skill
  • Integrity
  • Independence

 

4.          SELECTION OF CANDIDATES FOR NOMINATION AS DIRECTORS

4.1        Independent Search

4.1.1   Where a need is identified or arises, the Nomination & Remuneration Committee (NRC), on behalf of the Board, shall prepare a brief identifying the skills and experience sought of the director.

4.1.2  The NRC, through its own personal contacts or through a third party independent recruitment adviser, shall source for a candidate based on the brief prepared and shall develop a short list of potential appointees for the Board’s consideration.

4.1.3 The short list of appointees must include at least one female candidate to be considered as a director.

4.1.4  The Board, with the inputs from NRC, shall invite the most appropriate person to become a director of the Company / Group. The Board must be satisfied that there are objective reasons to support its determination.

4.2  Selection and Nomination by Parent Company

4.2.1  In selecting potential appointees, the parent company can consider the following categories to be appointed as its nominee:

  1. group or parent company management
  2. parent company Board member
  3. parties external to the parent company

4.2.2   Subject to the shareholder’s agreement and the Memorandum and Articles of Association, if any, the parent company shall ensure that the Board is balanced and consider the following factors:

  1. need for specific skills or knowledge as required by the subsidiary
  2. need for group or parent company management to be sufficiently empowered and accountable to effect changes at the subsidiary
  3. need for the parent company Board to have sufficient oversight and control over the subsidiary

Where the subsidiary needs specific knowledge and skills at board level that go beyond what the group or parent can provide, then external parties should be appointed to the Board.

Last updated : 23 Oct 2017

© Copyright 2017 Chemical Company of Malaysia Bhd. All Rights Reserved.

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