The Terms of Reference (“TOR”) and functions of the Board of Directors’ (“Board”) Nomination Committee of Sapura Energy Berhad (“SEB”) (“BNC” or “Committee”) are prepared based on the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) (“MMLR”) and the Malaysian Code on Corporate Governance 2017 (“Code”). The TOR and the functions of the BNC shall be approved by the Board.
The principal objective of the BNC is to assist the Board (“the Board”) in its responsibilities in the appointment of Board members. The BNC shall nominate suitable persons to the Board. The BNC shall also assess the performance of the Board members as a whole and as individuals as well as Board Committees on an on-going basis.
2. COMPOSITION AND SIZE
The Board shall elect the BNC members from among its members and shall comprise at least three members, all of whom are non-executive directors with majority of them being independent directors.
The Chairman of the BNC shall be elected from amongst the BNC members. In the absence of the BNC Chairman, the BNC members present shall elect a Chairman for the meeting from amongst the BNC members present.
The Company Secretary or other appropriate senior officers of SEB shall act as the secretary of the BNC.
The Secretary, together with the Chairman of the BNC, shall be responsible for drawing up the notice and agenda for the meeting and the same shall be distributed to members and other attendees of the BNC two weeks before the meeting date. Consent from all members of the BNC shall be obtained for any meetings of BNC called shorter than this notice period.
The Company Secretary shall also be responsible for keeping the minutes of meetings of the BNC and circulating them to the BNC members.
The BNC may meet for the despatch of business, adjourn and otherwise regulate the meetings at least once a year or more frequent as deemed necessary. The Chairman of the BNC or any other members of the BNC may call for additional meetings at any time by giving at least three working days prior notice unless consent for shorter notice is obtained from all members.
The quorum for all meetings of the BNC shall not be less than two members, majority of whom are independent directors.
The BNC may, from time to time, regulate its own procedure and conduct of its meeting. Attendance at a meeting may be by being present in person or by participating in the meeting by video or teleconference.
Attendance at a meeting may be by being present in persons or by participating in the meeting by video or teleconference. Members of the BNC who participate in a meeting of the BNC by video or teleconference or any communication equipment shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
The BNC should record its deliberations in terms of issues discussed and conclusions in discharging its duties and responsibilities, with the minutes kept and distributed to each member of BNC and the Board. The Chairman of the BNC shall provide the Board with a report of the BNC meetings at the next Board meeting after the conclusion of each BNC meeting.
In its deliberations, the BNC shall take cognisance of the MMLR and the Code, and any other pertinent regulations and laws, as well as revisions which may come into force from time-to time.
6. CIRCULAR RESOLUTION
A circular resolution in writing (if only deemed necessary by the BNC Chairman) shall be valid and effectual if it is approved and signed by ALL members of the BNC as if it had been passed at a meeting of the BNC. All such resolutions shall be described as ‘Board Nomination Committee Members’ Circular Resolution/(s).
Any discussions including any concerns raised and the rationale for the decisions so made in the resolution, shall be tabled at the BNC meeting taking place immediately after the passing of the resolution, for a formal record keeping of the same.
Any such resolution may consist of several documents in like form, each signed by one or more BNC members.
7. RIGHTS, DUTIES AND RESPONSIBILITIES
The BNC is authorised by the Board to carry out the duties and responsibilities as follows:
7.1) Identify and recommend to the Board, candidates for directorships of the Company. In making its recommendations, the BNC will also consider candidates for directorships proposed by the group chief executive officer and, within the bounds of practicality, by any other senior executive or any director or shareholder or independent sources. In making its recommendations, the BNC shall consider the following:
• skills, knowledge, expertise and experience;
• integrity and objectivity;
• in the case of candidates for the position of independent non-executive directors, the BNC shall also evaluate the candidates’ ability to discharge such responsibilities/function as expected from an independent non-executive director;
• diversity (including gender diversity); and
• ability to work together with other members of the Board for the best interest of the Company.
The ultimate decision on the appointment of directors to the Board is the responsibility of the Board or the shareholders after due consideration of the recommendations of the BNC.
7.2) Recommend to the Board, directors to fill the seats on Board Committees.
7.3) Annually review the required mix of skills, independence and diversity (including gender diversity), experience and other qualities, including core competencies which non-executive and executive directors should possess.
7.4) Annually review the term of office and performance of the Board Audit Committee and each of its members annually to determine whether such Board Audit Committee and members have carried out their duties in accordance with their terms of reference;
7.5) Annually evaluate the effectiveness of the Board and Board Committees (including its size and composition) and the contributions of each individual director including independent non-executive directors as well as the group chief executive officer and/or group chief financial officer. All assessments and evaluations carried out by the BNC in the discharge of all its functions shall be properly documented and conducted at least once a year either internally or via other independent sources.
7.6) Entitled to the services of the Company Secretary who must ensure that all appointments are properly made and all necessary information is obtained from the directors, both for the SEB’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the MMLR or other regulatory requirements.
7.7) Determine appropriate trainings for Directors, review the fulfillment of such training and disclose details in the annual report as appropriate, in accordance with Bursa Malaysia’s requirements on Continuing Education.
7.8) Consider and recommend the Directors for re-election at each Annual General Meeting.
7.9) Ensure an appropriate framework and plan for Board succession for the Company.
7.10) Consider and examine such other matters as the BNC considers appropriate.
7.11) Consider other matters as referred to the BNC by the Board.
8. AMENDMENT OF THE TERMS OF REFERENCE
Any amendment to the TOR of the BNC, as proposed by BNC or other third party, shall first be presented to the Board for approval. Upon the Board’s approval, the said amendment shall form part of the TOR of the BNC, of which shall be considered duly amended.
In the event of any discrepancies between the TOR and other relevant Acts, Guidelines, Circulars or other documents issued by relevant regulators (“collectively Regulators’ Documents”), the Regulators’ Documents shall prevail.
10. PUBLICATION OF TOR
The TOR of the BNC shall be made available on SEB’s website.