Page 64 - KPJ_2011

The NRC shall cause the minutes to be duly entered in
the books provided for the purpose of all resolutions and
proceedings of all meeting of the NRC. Such minutes
shall be signed by the Chairperson of the meeting at
which the proceedings were held or by the Chairperson
of the next succeeding meeting, and if so signed, shall
be the conclusive evidence without any further proof of
the facts thereon stated.
The NRC, through its Chairperson, shall report to the
Board at the next Board of Directors’ meeting after each
NRC meeting. When presenting any recommendation
to the Board, the NRC shall provide such background
and supporting information as may be necessary for
the Board to make an informed decision. The NRC shall
provide such information to the Board as necessary to
assist the Board in making a disclosure in the Annual
Report of the Company in accordance with the Best
Practices of the Code Part 2 AAIX.
The Chairperson of the NRC shall be available to answer
questions about the NRC’s work at the Annual General
Meeting of the Company.
4. Scope of Activities
The duties of the NRC shall include the following:
a) Nomination
b) Remuneration
2. Membership
The NRC shall consist of the following members:
a) Kamaruzzaman Abu Kassim
- Chairman
b) Zainah Mustafa
- Independent Non-Executive Director
c) Datin Paduka Siti Sa’diah Sheikh Bakir
- Managing Director
The appointment of an NRC member terminates when
the member ceases to be a director of the Company.
The NRC shall have no executive powers.
In the event of equality of votes, the Chairperson of the
NRC shall have a casting vote. In the absence of the
Chairperson of the NRC, the members present shall
elect one of their members to chair the meeting.
3. Meetings
The NRC shall meet at least once a year. Additional
meetings shall be scheduled as considered necessary
by the NRC or Chairperson. The NRC may establish
procedures from time to time to govern its meeting,
keeping of minutes and its administration.
The NRC shall have access to such information and advice,
both from within the Group and externally, as it deems
necessaryor appropriate inaccordancewith theprocedures
determined by the Company. The NRC may request
other directors, members of management, counsels and
consultants as applicable to participate in NRC meetings,
as necessary, to carry out the NRC’s responsibilities. Non-
NRC directors and members of management in attendance
may be required by the Chairperson to leave the meeting of
the NRC when so requested.
The Secretary of the NRC shall be the Company Secretary.
NRC meeting agendas shall be the responsibility of the
NRC Chairperson with input from the NRC members.
The Chairperson may also request management to
participate in this process. The agenda of each meeting
including supporting information shall be circulated to the
NRC members and all those who are required to attend
the meeting prior to each meeting.
Provide assistance to the Board in determining
the remuneration of Executive Directors,
Managing Director and Senior Management.
In fulfilling these responsibilities, the NRC is to
ensure that executive directors and applicable
senior management of the Company:
* Are fairly rewarded for their individual contribution
to overall performance;
* Are compensated reasonably in light of the
Company’s objectives; and
* Are compensated similar to other companies.
Establish the Managing Director’s goals and
objectives; and
Review the Managing Director’s performance
against the goals and objectives set.
•
•
•
To determine the criteria for Board membership,
including qualities, experience, skills, education
and other factors that will best qualify a nominee
to serve on the Board;
To review annually and recommend to the Board
with regards to the structure, size, balance
and composition of the Board and Committees
including the required mix of skills and experience,
core competencies which non-executive directors
should bring to the Board and other qualities to
function effectively and efficiently;
To consider, evaluate and propose to the Board
any new board appointments, whether of
executive or non-executive position. In making a
recommendation to the Board on the candidate for
directorship, the NRC shall have regard to:
•
•
•
Size, composition, mix of skills, experience,
competencies and other qualities of the
existing Board, level of commitment, resources
and time that the recommended candidate can
contribute to the existing Board; and
Best Practices of the Code Part 2 AAIII which
stipulate that non-executive directors should
be persons of calibre, credibility and have
the necessary skill and experience to bring
an independent judgement to bear on issues
considered by the Board and that independent
non-executive directors should make up at
least one-third of the membership of the Board.
*
*
59 ANNUAL REPORT 2011