| 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
| TERMS OF REFERENCE OF THE NC | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 1. | Primary Purposes | |||||||||||||||||||||||||||||||||||||||||||||||||
| 1.1 | To assist the Board of Directors (“Board”) in overseeing the selection and assessment of Directors to ensure that the Board composition meets the needs 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 Committees of the Board. | ||
| 1.4 | To facilitate Board induction and training programmes. |
2.
| 2.1 | The Committee shall be appointed by the Board and 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 chairman of the Committee shall be appointed by the Board and must be an Independent Non-Executive Director. In the absence of the Committee chair, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board. | ||
| 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 of any vacancy in the Committee resulting in number of members being reduced to below the minimum number prescribed in paragraph 2.1 above, the Board shall fill the vacancy within three (3) months. |
3.
| In carrying out its duties and responsibilities, the Committee shall- |
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| 3.1 | have the resources 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 draw advice and/or enlist the professional services of experts it considers necessary; and | ||||
| 3.4 | have access to the advice and services of the Company Secretary. | ||||
4.
| The Committee shall be responsible for carrying out the functions and duties detailed below for the Company and the group as a whole, as appropriate:- |
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| 4.1 | Formulate nomination, selection and succession policies for members of the Board. | ||||
| 4.2 | 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 Committees 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, time to effectively discharge his/her role as a director and conflict of interest situations. 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 | Conduct conflict of interest assessment during the annual Board performance appraisal exercise based on the summary of the conflict of interest situations made available to the Committee on an annual basis. | ||||
| 4.5 | Assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee. | ||||
| 4.6 | Establish a set of quantitative and qualitative performance criteria to review and evaluate the performance of each member of the Board. | ||||
| 4.7 | Develop criteria to assess independence for application by the Board upon admission, annually and when any new interest or relationship develops. | ||||
| 4.8 | Establish a policy formalising Board’s approach to boardroom diversity and ensure disclosure in the Annual Report its gender diversity policies. | ||||
| 4.9 | 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. | ||||
| 4.10 | Make any recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. | ||||
| 4.11 | Provide clarification to shareholders during general meetings whenever required on the Committee’s activities and/or matters within its area of authority and responsibility. |
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| 5.1 | The quorum for the Committee meeting shall be two (2) members. 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 Constitution relating to Board meetings unless otherwise provided for in these 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 as and when appropriate, invite the Managing Director, the head of human resources, external advisers or other individuals to attend all or part of any of its meetings to carry out its responsibilities. | ||
| 5.4 | The Committee shall meet at least once a year and at such other time(s) as it deems necessary to fulfil its responsibilities. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. | ||
| 5.5 | Each member of the Committee is entitled to one (1) vote in deciding the matters deliberated at its meeting. The decision that gained the majority votes shall be the decision of the Committee. In the event of an equality of votes, the chairman of the Committee shall be entitled to a second or casting vote. | ||
| 5.6 | The Committee may deal with matters by way of resolutions in writing. A resolution in writing signed by a majority of the members of the Committee for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more Committee members. The expressions “in writing” or “signed” include approval by legible confirmed transmission by facsimile or other forms of electronic communications. | ||
| 5.7 | All recommendations and findings of the Committee shall be submitted to the Board for approval. | ||
| 5.8 | 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. |
7.
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During the financial year ended 30 June 2024, three (3) meetings
were held and the details of attendance are as follows: |
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^ Resigned on 30 November 2023 |
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| 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, fitness and propriety in accordance with the Fit and Proper Policy adopted by the Board, as well as the strategic aim for the appointment. | |||||||||||||||||
| During the financial year, the NC undertook the review of candidates to succeed the roles left vacant by the resignation of the independent director pursuant to the 12-year tenure limit for independent directors under the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”), which came into effect on 1 June 2023. | |||||||||||||||||
| ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024 | |||||||||||||||||
| (i) | Review of the following: | ||||||||||||||||
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| In November 2023, the NC evaluated and recommended to the Board, the following persons who were nominated to fill the vacant positions arising from Faiz Bin Ishak’s resignation from the Board and concurrently from the Board Committees on 30 November 2023: | |||||||||||||||||
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| The NC evaluated each of them in accordance with the Fit and Proper Policy adopted by the Board, amongst others, their backgrounds, knowledge, experience, skills, external appointments and associated time and commitment expected of the roles. | |||||||||||||||||
| For Faizal Sham Bin Abu Mansor’s candidacy, the NC evaluated his executive profile and résumé highlights as well as the declaration of fit and properness provided and considered his qualifications and his extensive experience in the corporate sector and financial services industry, achievements and contributions, as well as various awards and recognitions he received, to be a right fit to the role required. Faizal Sham Bin Abu Mansor has also fulfilled the critical independence criteria necessary for the role as well as able to devote adequate time to fulfil his responsibility effectively. The NC concurred that he fulfilled the criteria necessary for the position of an independent director. | |||||||||||||||||
| As Tan Sri Ismail Bin Adam is also member of the Board, the NC already had insights into his character, integrity and attributes. The NC regarded Tan Sri Ismail Bin Adam as having the right fit for the role as a member of the NC and RC and has the necessary qualifications and experience to discharge the responsibilities required effectively. | |||||||||||||||||
| (ii) | Annual evaluation | ||||||||||||||||
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In May 2024, the annual evaluation of the effectiveness of
the Board as a whole, Board Committees, individual and/or
Independent 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, including ability in addressing and managing the Company’s material sustainability risk and opportunities, 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, caliber, character and integrity, contribution and performance; whether they devote necessary time and commitment, and have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view. With regards to the Independent Directors, their independence was also assessed. Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to perform effectively and the Directors demonstrated satisfactory performance and commitment in discharging their responsibilities for the financial year ended 30 June 2024. The NC, with the concurrence of the Board was of 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. |
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| (iii) | Review of Directors standing for re-election | ||||||||||||||||
In June 2024, based on the schedule of retirement by rotation
and in conjunction with the annual evaluation exercise, the
NC (save for the member who abstained from deliberations
in respect of his own re-election) evaluated and recommended
to the Board that:
The NC was satisfied that the executive directors, namely, Dato’ Seri Yeoh Seok Hong, Dato’ Yeoh Soo Min and Dato’ Yeoh Soo Keng who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of the Company and its subsidiaries (“YTL Power Group”), performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fitness and propriety, in particular their character and integrity, experience and competence, as well as their time and commitment to their roles and responsibilities. As for the Independent Non-Executive Directors, Tan Sri Ismail Bin Adam and Faizal Sham Bin Abu Mansor, the NC (save for the member who abstained from deliberations in respect of his own re-election) was satisfied that they continue to meet the fit and proper criteria as stated in Fit and Proper Policy in discharging their roles and responsibilities and exercise objective and independent judgement, and fulfil the independence criteria set out in the Listing Requirements. |
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| (iv) | Review of the terms of reference of the NC | ||||||||||||||||
| The NC reviewed and recommended to the Board the amendments to the terms of reference of the NC to incorporate a broader scope of responsibilities in the review of the conflict of interest in accordance with the Listing Requirements, as well as other relevant amendments or updates, for conformity. | |||||||||||||||||
| (v) | Review of the evaluation forms | ||||||||||||||||
| The NC reviewed and recommended to the Board the adoption of revised evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance and the Listing Requirements. | |||||||||||||||||
| (vi) | Review of the NC Statement for financial year ended 30 June 2024 | ||||||||||||||||
| The NC reviewed the NC Statement prior to its recommendation to the Board for inclusion in the 2024 Annual Report. | |||||||||||||||||
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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 caliber, 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, various policies adopted by the Company, terms of references of the Board Committees, Constitution, and schedule of meetings of the Board and Board Committees (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 where 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 2024, the following in-house training programmes were organised for the Directors:
All the Directors have undergone training programmes during the financial year ended 30 June 2024. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:- |
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