Nomination Committee - TOR

HeveaBoardBerhad [Registration No. 199301020774 (275512-A)]


The Terms of Reference are as follows:


1.1 The Nomination Committee assists the Board in establishing a formal and transparent procedure for Director appointment and election; and annual assessment of effectiveness of the Board Committees and the Board as a whole, and performance of Individual Directors and Senior Management; and succession planning.


2.1 The Nomination Committee shall be appointed from amongst the Board and shall:-

(i) comprise no fewer than two (2) members;

(ii) comprise solely Non-Executive Directors; and

(iii) a majority of them must be Independent Directors.

2.2 A member shall automatically cease to be a member of the Nomination Committee if he resigns or retires from the Board, or if he is removed or is disqualified from being a director under any provisions of the laws, rules and regulations of the relevant authorities.

2.3 Where appropriate, the Chairman of the Board should not be the chairman/member of the Nomination Committee.

2.4 Chairman

2.4.1 The Chairman of the Nomination Committee shall be elected from amongst the committee members whom shall be the Senior Independent Non-Executive Director identified by the Board.

2.4.2 In the absence of the Chairman, the members can elect from amongst themselves to chair Remuneration Committee meeting.

2.5 Secretary

2.5.1 The Company Secretary of the Company shall be the Secretary of the Nomination Committee.



i. The Chairman of the Nomination Committee shall lead the succession planning and appointment of Directors and Senior Management and oversee the development of a diverse pipeline for Board and management succession, including the future Chairman, Executive Directors, CEO etc., and make recommendation to the Board for full deliberation at Board level.

ii. Formulate selection policies and evaluation criteria for appointment of Group and Company’s Senior Management and members of the Board and Board Committees.

iii. Recommend candidates for directorships for Board approval after evaluating their suitability.

iv. Recommend Directors to fill positions of Board Committees.

v. Review Board and Senior Management succession plans.

vi. The Chairman of the Nomination Committee shall lead the annual review of Board effectiveness, ensuring that the performance of each individual Director and Chairman of the Board are independently assessed.

vii. Determine the annual assessment criteria and process to assess the effectiveness of the Board, its Committees and each individual Director.

viii. Assess the effectiveness of the Board as a whole.

ix. Assess the effectiveness of the Board Committees.

x. Assess the contribution of individual Directors and Senior Management.

xi. Review the composition of the Board and Board Committees, and recommend the required mix of skills, experience, background, gender and other qualities the Board requires in order to function completely and efficiently.

xii. Establish gender diversity policies to support the participation of women on the Board and Senior Management for full deliberation at Board level.

xiii. Develop criteria to assess independence and to assess on an annual basis, the independence of the Independent Directors.

xiv. Recommend retention of Independent Director who terms has exceeded nine (9) years for continue in office.

xv. Recommend the re-election of Director who retires by rotation pursuant to the Company’s Constitution.

xvi. Review the training need for Directors and ensure Board members receive appropriate continuous training programmes.

xviii. To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.

xix. Engage with shareholders during general meetings and annual general meetings on matters pertaining to performance of the Board and Senior Management officer and justification on its recommendation for re-election Director or retention of Independent Directors.

3.2 In developing its policies and procedures, the Nomination Committee will take into account of:

i. The provisions of the Company’s Constitution, the Companies Act 2016, Bursa Malaysia Securities Berhad Listing Requirements, the Malaysian Code on Corporate Governance (MCCG) and other laws and regulations, if any, in respect of the appointment, re-election, removal, resignation etc. of Directors;

ii. The need for an open and transparent recruitment and assessment process; and

iii. The current and future needs of the Group and the Company, the evolving business environment, the regulatory requirements, boardroom diversity and the existing Board’s strengths and weaknesses.


4.1 Where possible, and to allow it to meet its duties, the Nomination Committee shall be authorised to:

i. seek any information it requires from Management in order to perform its duties;

ii. obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference;

iii. utilise independent sources such as recruitment firms, through industry associations and public advertisement in its recruitment process;

iv. be entitled to the services of the Company Secretary who, amongst others, facilitates the selection and recruitment process by ensuring that the necessary information are properly compiled to ease the Nomination Committee and Board’s review.


5.1 The Nomination Committee shall meet at least once a year or as and when required.

5.2 Except in the case of an emergency, reasonable notice of every meeting shall be given in writing.

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

5.4 Other Board members, relevant management personnel or external professional/ consultants may be invited to attend the meeting.

5.5 The participation of the Nomination Committee members in the meeting can be facilitated by means of video or telephone conferencing or by means of other communication equipment or electronic means which enable all persons participating at the meeting to hear and/or see each other for the entire duration of the meeting in which event such participant shall be deemed to be physically present at the meeting.

5.6 Minutes of meetings shall be taken and documented.

5.7 The Nomination Committee is also allowed to carry out the resolution by way of circulation.

5.8 The Nomination Committee should report to the Board after each meeting.



This Terms of Reference has been revised and adopted by the Board on 25 November 2021.