NOMINATION COMMITTEE TERMS OF REFERENCE (TOR)

  1. Objective of the Nomination Committee

    The Nominating Committee (the “Committee or NC”) of Evergreen Fibreboard Berhad (the “Company or EFB”) was formed by the Board of Directors of EFB on 24 May 2005. Its primary function, in line with the Malaysian Code on Corporate Governance 2012 and the Listing Requirements of Bursa Malaysia Securities Berhad, is to assist the Board in the following areas:-

    • propose new nominees for the Board of EFB, However the actual decision as to who shall be nominated shall be the responsibility of the EFB’s full Board after considering the recommendations of the Committee; and
    • assess the performance and effectiveness of EFB’s board as a whole, Board Committees and individual Directors of EFB on an ongoing basis.

  2. Membership

    The membership of the Committee shall comprise exclusively of Non-Executive Directors and number of at least two (2) in totals. The Chairman of the Committee shall be the Senior Independent Non-Executive Director appointed by the Board. Alternate Chairman shall be nominated at a meeting should the Committee Chairman not be present and he/she shall perform the same role, duty and responsibility as the Chairman appointed by the Board.

  3. Meetings

    The Committee shall meet at least once (1) a year. More meetings may be conducted if the need arises.

  4. Quorum

    There should be at least two or half of the committee members present in person or whichever is higher.

  5. Secretary

    The Secretary of the Company or his/her nominee shall be secretary (the “Secretary”) of the Committee.

  6. Authority

    The Committee’s authority shall include access to resources and information as deemed appropriate to discharge their responsibilities to the company, including obtaining independent professional advice at the company’s expense.

  7. Minutes of Meetings

    The Secretary of the Committee shall minute the proceedings and resolutions, including the names of all attendees. Draft minutes of committee meetings shall be circulated promptly to all members of the committee. Once approved, minutes shall be circulated to all other members of the board, unless a conflict of interest exists.

  8. Notice of Meetings

    Meeting shall be coordinated by the secretary of the committee at the request of the committee chairman based on planned calendar dates. Notice of each meeting confirming the venue, time and date, together with an agenda of items and it’s supporting papers to be discussed, shall be forwarded to each member of the committee, no later than five working days before the date of the meeting.

  9. Annual General Meeting

    The Committee Chairman shall attend the annual general meeting including any extraordinary general meetings to answer any shareholder questions on the committee’s activities, in particular on areas pertaining to proposed resolutions for shareholders to consider on the appointment or re-appointment of directors.

  10. Reporting responsibilities

    The Committee Chairman shall report to the board on its proceedings after each committee meeting. The committee shall make recommendations to the board as appropriate on any area within its responsibility or as delegated by the board, where action or improvement is needed. The committee shall produce a report to be included in the company’s annual report about its activities and the process used to identify and make appointments.

  11. Duties and functions of the Nominating Committee

    New Appointments

    1. Consider and recommend to the board candidates for directorship, proposed by the CEO/COO for any Senior Management or by any Director or Shareholder, or outsourced service providers, by taking into consideration the candidates’ skills, knowledge, expertise and experience, time, commitment, gender, character, professionalism and integrity.

      For the position of independent non-executive directors, the nominating committee shall evaluate the candidates’ ability to discharge such responsibilities as expected from independent non-executive directors;

    2. Before any appointment by the board, evaluate the balance of skills, knowledge, experience and diversity on the board. In identifying suitable candidates, the committee may:
      1. use the services of external advisors to facilitate the search;
      2. consider candidates from a wide range of backgrounds;
      3. consider candidates on merit and against objective criteria with due regards to diversity including gender and the appointees time commitment; and
      4. request to disclose any business interests that may result in a conflict of interest;
    3. In the case of the appointment of a Chairman, a position description, including time commitment expected. Any significant commitment shall be disclosed to the board prior to appointment and any changes shall be reported to the board as they arise;
    4. Recommend to the board, candidates to fill the seats on board committees, in consultation with the Chairmen of those committees. In the event that the Chairman’s position (regardless of board/ committee) is to be filled, to consult with the board;
    5. Non-executive directors appointed to the board shall receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, board committee involvements and involvement outside board meetings;

    Re-election, Re-appointment and Resignation/ Termination

    1. Make recommendation to the board on director(s) for re-election by shareholders under the annual re-election provisions or retirement, with due consideration to the extent to which the interplay of the director’s expertise, skills, knowledge and experience. To obtain shareholders’ approval for directors exceeding 9th year, the nominating committee shall conduct an assessment of the independent director(s) and recommend to the board whether the independent director(s) should remain independent or be re-designated.
    2. Matters relating to the continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the company shall at all times subject to the provisions of the law and their service contract;
    3. The re-appointment of any non-executive director at the conclusion of his term of office shall be given due regard to his performance and ability to continue to contribute to the board in terms of knowledge, skills and experience required;

    Specific Nominations and Succession Planning

    1. Recommend suitable candidates for the role of Senior Independent Director, as maybe applicable;
    2. Periodically report to the board on succession planning for the board chairman, directors and key management personnel, particularly the CEO & COO. The board shall work with the nominating committee to evaluate potential successors, taking into account the challenges and opportunities facing the company, and the skills and expertise, including diversity, needed on the board in the future;

    Annual Performance Assessment of Board, Committees and Individual Directors

    1. Carry out annual review on the required mix of skills, experience, diversity and other qualities, including core competencies and effectiveness of the board, as a whole, the board committees and the contribution of each individual Director(s). All evaluations carried out by the Nominating Committee in the discharge of its functions shall be properly documented. This process should be coordinated by the NC with the assistance of the company secretary, and thus, reporting to the board at the end of each financial year with an assessment of the board’s performance and areas in which the board, board committees or individual director could improve;
    2. Carry out annual review on non-executive and independent directors on their Performance to assess whether the directors are spending enough time to fulfil their duties;
    3. Evaluate and appraise the performance of the Chairman of the board led by the Senior Independent Director;
    4. Periodic review of the terms of reference against performance of the Committee as a whole.

    Induction training and training needs analysis

    1. Review the induction and training needs of directors and ensure the training programme attended by the directors must be one that aids the director in discharging his duties;

    Size of board and independent directors

    1. Assess the balance in board membership by reviewing the size, structure and composition of the board, taking into consideration the number of directorships;
    2. Assess desirable number of independent directors; and
    3. Consider the representation of interested groups as part of boardroom diversity. Factors to consider may include gender, race, religion, nationality, professional background and culture.

This Terms of Reference was first adopted by the Board on 24th May 2005 and has been last reviewed on 01 October 2014 and approved by the Board. It is made available for reference on the Company’s website at www.evergreengroup.com.my.