CORPORATE GOVERNANCE STATEMENT
(CONT’D)
Principle 2: Strengthen composition
Nominating Committee
The Nominating Committee comprises wholly of Independent Non-Executive Directors. This Committee is
empowered to bring to the Board recommendations as to the appointment of any new executive or non-executive
director and the Directors to fill the seats on Board Committees. The Nominating Committee will assess the
effectiveness of the Board of Directors as a whole, the Board Committees and contribution of each individual
Director on an annual basis. In developing such recommendations, the Nominating Committee will consult all
Directors and reflects that consultation in any recommendation of the Nominating Committee brought forward to
the Board.
Currently, the members of the Nominating Committee are Mr. Loh Nam Hooi (Chairman) and Mr. Leng Kean
Yong.
Mr. Loh Nam Hooi has been designated as the Senior Independent Non-Executive Director to whom concerns
may be conveyed. Any matters of concern may be raised to the Senior Independent Non-Executive Director
through regular mail to the Company’s registered address.
The Nominating Committee has met once during the financial year, in carrying out an annual review of the
Board, its Committees and the contribution of individual Directors to the Company.
Criteria used in recruitment and annual assessment
The Nominating Committee’s responsibilities include the development and review of the criteria to be used in
the recruitment of Board members and the annual assessment of Directors. The Nominating Committee has
developed the following procedure for considering potential Board candidates:
(a) the skills and experience appropriate for a candidate will be determined, having regard to those of the
existing directors and any other likely changes to the Board;
(b) upon identifying a potential candidate, the following will be considered:
•
qualifications and competencies of the candidate;
•
other directorships and time availability of the candidate;
•
independence of the candidate, if an Independent Directors is being considered;
•
the effect that the appointment would have on the overall balance of the composition of the Board
will be considered; and
(c) the proposed appointee must be approved by all existing Board members.
An annual assessment of the Board is undertaken following the completion of the financial year. The evaluation
is carried out by way of questionnaires sent to each Director. The questionnaires cover the composition, role,
procedures and practices of the Board as a whole and the assessment of each Director’s performance by each
of his peers. The individual responses to the questionnaires are confidential to each Director, with questionnaire
responses sent to the Company Secretary for summarization for consideration by the Nominating Committee
and subsequent report back to the Board.
An evaluation of the Board took place following the end of the financial year in accordance with the processes
described above.
Pentamaster Corporation Berhad
(572307-U)
•
Annual Report 2014
14
