To determine the core competencies and skills required of Directors to best serve the business and operations of the Company as a whole and the optimum size of the Board to reflect the desired skills and competencies.

To review the size of Non-Executive Directors, Board balance and determine if additional Directors are required and also to ensure that at least one-third (1/3) of the Board is independent.

To consider in making its recommendations, qualified candidates for directorships proposed by the Board, management, major shareholder or independent sources.

In making its recommendations, the Committee shall evaluate candidates for new appointment as Directors based on the fit and proper criteria set out in the “Fit and Proper Policy” of the Company and also any other criteria which the Committee deems necessary from time to time.

To review and assess nominations for appointment or re-appointment of members of the Board, the key executives of the Company, and members of the various Board committees, for the purpose of proposing such nominations to the Board for approval.

To undertake a review of the required mix of skills, independence, experience, diversity and other qualities of directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this in the Annual Report.

To review the Board structure, its size and composition annually having regard to the scope and nature of the operations and the core competencies of the Directors.

To review and determine on an annual basis, the independence of Independent Directors.

To ensure that the tenure of an Independent Directors shall not exceed a term limit of 9 years. Upon completion of 9 years, an Independent Director may continue serving on the Board as a Non-Independent Director.

To assist the Board to lead the annual evaluation on the effectiveness of the Board, its committees and the performance of each individual director. An external independent professional consultant shall be engaged at least once every three (3) year or as and when deemed necessary, to facilitate an objective and candid board evaluation.

To introduce such regulations, guidelines, policies and/or procedures to function effectively and fulfill the Committee’s objectives.

To review and determine the training needs of Directors and to recommend relevant training and workshops, where appropriate.

To ensure that new appointees to the Board are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender as well as to undergo an orientation and education programmes.

To review the succession plans and development programme for directors and key management positions.

To ensure the Board comprises at least 30% women directors.

To assess performance of retiring Directors and recommend them for re-election.

Periodically review the Fit and Proper Policy and making any changes as and when the Committee deemed fit, and recommend any such changes to the Board for consideration and approval.

Such other duties or functions as may be delegated by the Board or required by regulatory authorities.

To recommend to the Board the remuneration of the Chief Executive Officer/Executive Director and Key Senior Management.

To establish a formal policies and procedures and recommend to the Board, the remuneration framework for the Chief Executive Officer/Executive Director and Key Senior Management. The remuneration package should be aligned with the business strategy and long-term objectives of the Company.

To ensure that a fair differential between the remuneration of Chief Executive Officer/Executive Director, Key Senior Management and other levels of management is maintained.

To conduct continued assessment of individual Chief Executive Officer/Executive Director and Key Senior Management to ensure that remuneration is directly related to corporate and individual performance and also takes into account the Group’s performance in managing material sustainability risks and opportunities.

To obtain the advice and information from external source, if necessary, to compare the remuneration currently earned by the Chief Executive Officer/Executive Director and Key Senior Management and those paid to Chief Executive Officer/Executive Director and Key Senior Management of other companies of a similar size in a comparable industry sector.

To ensure that the base salary element is competitive but fair.

To advise on and monitor, a suitable performance related formula, i.e. whether the formula is based on individual performance, company profit performance, earnings per share, Company’s performance in managing material sustainability risks and opportunities, progress against the achievement of sustainability targets, etc.

To provide an objective and independent assessment of the benefits granted to Chief Executive Officer/Executive Director and Key Senior Management.

To introduce any policy or guidelines which would enable the smooth administration and effective discharge of the Committee’s duties and responsibilities.

Such other duties or functions as may be delegated by the Board or required by regulatory authorities.