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AEMULUS HOLDINGS BERHAD
TA R G E T I N G T H E B U L L’ S E Y E
CORPORATE GOVERNANCE STATEMENT
(Cont’d)
2. Strengthen the Composition (Cont’d)
2.2 Nomination Committee (Cont’d)
The duties and responsibilities of the Nomination Committee are guided by its terms of reference. It meets as and
when required but the Nomination Committee shall meet at least once a year.
The Nomination Committee is authorised by the Board to:-
a)
review the structure, size and composition of the Board;
b)
review the nomination for the appointment or reappointment of the Board members;
c)
recommend Directors who are retiring by rotation to be put forward for re-election; and
d)
ensure that all Board appointees undergo an appropriate introduction and training programmes.
The Nomination Committee has developed criteria to assess the effectiveness of the Board, the Board committees
and individual Director. The evaluation on the Board’s effectiveness is divided into the following key areas:-
• Composition
• Strategy and entrepreneurship
• Legal and regulatory requirements
• Corporate governance, risk management and internal controls
• Audit, accounting, financial reporting and taxation
• Human capital
• Sales and marketing
• Production and quality assurance
The process also assesses the competencies of each Director in the areas of their contribution, performance,
calibre and personality in relation to the skills, experience and other qualities they bring to the Board.
The Nomination Committee also undertakes annual assessment of the independence of the independent directors
based on criteria of independence as per requirements of ACE Market Listing Requirements.
When considering new appointment, the Nomination Committee shall evaluate the balance of skills, knowledge
and experience on the board, and, in the light of this evaluation prepare a description of the role and capabilities
required for a particular appointment. In identifying suitable candidates the Committee shall consider candidates
from a wide range of backgrounds and consider candidates on merit and against objective criteria, taking care that
appointees have sufficient time available to devote to the position.
The Nomination Committee and the Board do not set any target on gender, ethnicity and age diversity. Currently,
the Company will provide equal opportunity to candidates who have the necessary skills, experience, competencies
and other attributes regardless of gender, ethnicity and age. Nonetheless, the Company already has a well-
diversified Board and the current composition of the Board with a female director serves well to Recommendation
2.2 of the Code.
The Nomination Committee had met three times during the financial year and the activities of the Nomination
Committee are summarised as follows:-
(a)
Developed criteria to assess the effectiveness of the Board, the Board committees and individual Director.
(b)
Developed criteria to assess the independence and performance of independent director.
(c)
Recommended to the Board the appointment of Senior Independent Director.
(d)
Reviewed and assessed the balance composition of the Board members, the effectiveness of the Board as a
whole, the committees of the Board and the contribution of each individual director.
(e)
Assessed the performance of Independent Non-Executive Directors.
(f)
Reviewed and recommended the re-election of Directors who were retiring and seeking for re-election at the
First Annual General Meeting.
(g)
Reviewed the term of office and performance of an audit committee.