| NOMINATING COMMITTEE (“NC”) | ||||||||
| The NC assists the Board of Directors of YTL Power International Berhad (the “Company”) (“Board”) in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company and its subsidiaries (“YTL Power Group”).
The terms of reference of the NC can be found under the “Governance” section on the Company’s website at www.ytlpowerinternational.com. Members of the NC are as follows:- |
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| The NC met twice during financial year ended 30 June 2022, attended by all members. | ||||||||
| BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED | ||||||||
| The NC is responsible for considering and making recommendations to the Board candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified or to strengthen Board composition. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. A candidate’s suitability for appointment will be based primarily on the individual’s merits as well as the strategic aim for the appointment. | ||||||||
| ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022 | ||||||||
| i. | Review of Directors standing for re-election | |||||||
| In June 2022, based on the schedule of retirement by rotation and in conjunction with the annual evaluation exercise, the NC considered the eligibility of Datuk Seri Long See Wool, Datuk Loo Took Gee, Tuan Syed Abdullah Bin Syed Abd. Kadir and Encik Faiz Bin Ishak, who are due to retire by rotation pursuant to Article 86 of the Company’s Constitution at the Twenty-Sixth Annual General Meeting of the Company, to stand for re-election. The NC (save for the members who abstained from deliberations and voting in respect of their own re-election) was satisfied that they continue to perform and contribute effectively as indicated by the performance evaluation results, devote the necessary time commitment to their roles and responsibilities, and in the case of the Independent Non-Executive Directors (“INED”), exercise objectivity and independence of judgement, and as such resolved to recommend to the Board that they stand for re-election. |
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| ii. | Annual evaluation | |||||||
| In May 2022, the annual evaluation of the effectiveness of the Board as a whole, the Board Committees and individual Directors was carried out. The evaluation exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms.
Besides composition and diversity, Board effectiveness evaluation covered the areas of quality of governance and decision making while Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference. Individual Directors were evaluated on their fit and properness, calibre, character and integrity, contribution, performance and time commitment; whether they have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view. Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to operate effectively and the performance of the Directors and the time commitment in discharging their duties as Directors of the Company for the year ended 30 June 2022 were satisfactory. The NC, with the concurrence of the Board was the view that the Board is of the right size and has an appropriate mix of skills, experience, perspective, independence and diversity, including gender diversity needed to meet the needs of the Company. In terms of the tenure of the INED, the NC took note of the amendments introduced by Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”) in relation to the 12-year limit for independent directors. |
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| iii. | Review of the NC Statement for financial year ended 30 June 2021 | |||||||
| The NC Statement was reviewed by the NC prior to its recommendation to the Board for inclusion in 2021 Annual Report. | ||||||||
| iv. | Review of the evaluation criteria in the evaluation forms | |||||||
| The NC reviewed the evaluation criteria set out in the evaluation forms and resolved that the same be maintained as they remained relevant and consistent with the Malaysian Code on Corporate Governance and Listing Requirements. | ||||||||
| v. | Review of the Fit and Proper Policy for Directors | |||||||
| The NC reviewed the Fit and Proper Policy for Directors of the Company and its subsidiaries together with the form of ‘Declaration of Fit and Properness by Director’ prior to recommending the same for adoption by the Board. | ||||||||
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POLICY ON BOARD COMPOSITION
As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, three of the Company’s Directors are women and make up 25% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the Company. INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company’s annual report, Constitution, and schedule of meetings of the Board and Committee (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Power Group as well as an ongoing reference. Visits to the YTL Power Group’s operational sites and meetings with senior management may also be arranged as practicable and appropriate. The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board. Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board. The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes. During the financial year ended 30 June 2022, the following five in-house training programmes were organised for the Directors:
All the Directors have undergone training programmes during the financial year ended 30 June 2022. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:- |
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| TERMS OF REFERENCE OF THE NC | ||||||||||||||||||||||||||||||||||||||
| 1. | Primary Purposes | |||||||||||||||||||||||||||||||||||||
| 1.1 | To provide assistance to the Board of Directors (“Board”) in overseeing the selection and assessment of Directors to ensure that the Board composition meets the need of YTL Power International Berhad and its subsidiaries (“Group”). | ||
| 1.2 | To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors and the independence of Independent Directors. | ||
| 1.3 | To recommend suitable candidate(s) for appointments to the Board and the Committee of the Board. | ||
| 1.4 | To facilitate Board induction and training programmes. |
2.
| 2.1 | The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be Non-Executive directors, with a majority of them being Independent Non-Executive Directors. | ||
| 2.2 | The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director. | ||
| 2.3 | Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as directors of the Company. | ||
| 2.4 | In the event that the number of members is reduced below three (3), the Board shall appoint such new members as may be required as soon as practicable provided that the composition of the Committee shall meet the criteria set out in Clause 2.1 above. |
3.
| The Committee, in carrying out its duties and responsibilities, shall in accordance with the procedure determined by the Board and at the cost of the Company:- |
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| 3.1 | have the resources which are required to perform its duties; | ||||
| 3.2 | have full and unrestricted access to any information pertaining to the Company and the Group; | ||||
| 3.3 | be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and | ||||
| 3.4 | have access to the advice and services of the Company Secretary. | ||||
4.
| The Committee shall, amongst others, discharge the following functions:- |
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| 4.1 | To formulate the nomination, selection and succession policies for members of the Board. | ||||
| 4.2 | To recommend to the Board suitable candidates for appointments, the re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committee established by the Board. In making its recommendation, the Committee should consider and assess the candidates’ character, skills, knowledge, expertise and experience, professionalism, integrity, competence, commitment, contribution and time to effectively discharge his/her role as a director, and in the case of candidates for the position of independent non-executive directors, to evaluate the candidates’ ability to discharge such responsibility/functions as expected from independent non-executive directors. | ||||
| 4.3 | Review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required. | ||||
| 4.4 | Assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee. | ||||
| 4.5 | Establish a set of quantitative and qualitative performance criteria to review and evaluate the performance of each member of the Board. | ||||
| 4.6 | Develop criteria to assess independence for application by the Board upon admission, annually and when any new interest or relationship develops. | ||||
| 4.7 | Establish a policy formalising Board’s approach to boardroom diversity and ensure disclosure in the Annual Report its gender diversity policies. | ||||
| 4.8 | Facilitate and determine board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board. |
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| 5.1 | The quorum for each meeting shall be two (2) members of the Committee including the Chairman. No business shall be transacted at any meeting of the Committee unless the quorum is present. The meeting of the Committee shall be governed by the provisions of the Company’s Articles of Association relating to Board meetings unless otherwise provided for in this Terms of Reference. | ||
| 5.2 | A member of the Committee may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum. | ||
| 5.3 | The Committee may at its discretion and as necessary, invite any Board member or any member of the Management within the Company/Group whom the Committee thinks fit to attend its meetings to carry out the Committee’s responsibilities. | ||
| 5.4 | The Committee shall meet at least once a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. | ||
| 5.5 | Notwithstanding item 5.4 above, upon the request of any member of the Committee, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Board. | ||
| 5.6 | Where only two (2) members are competent to vote on a question in issue and there is an equality in vote, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Committee or referred to the Board, whichever is more expedient. | ||
| 5.7 | The Committee may deal with matters by way of circular resolution in lieu of convening a formal meeting. | ||
| 5.8 | All recommendations and findings of the Committee shall be submitted to the Board for approval. | ||
| 5.9 | The Committee may establish any regulations from time to time to govern its administration. |
| 6.1 | The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. | ||
| 6.2 | Minutes of each meeting shall also be distributed to the members of the Committee. | ||
| 6.3 | Minutes of the Committee’s meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee. | ||
| 6.4 | The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board. |
7.