The secretary of the NRC is the Company Secretary.
Setting the agenda for NRC meeting is the responsibility
of the NRC Chairman, with inputs from the NRC
members. The NRC Chairman may also request for
management to participate in this process. The agenda of
each meeting, including supporting information, are
circulated to the NRC members in advance to enable
them to have sufficient time to assess and evaluate prior
to each meeting. The NRC, through its Chairman, reports
to the Board at the next Board of Directors’ meeting after
the NRC meeting.
The Chairman of the NRC shall be available to answer
questions about the NRC matters at the Annual General
Meeting (“AGM”) of the Company.
IV. Scope of Activities
The duties of the NRC shall include the following:
a)
Nomination
• 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
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 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;
– Non-Executive Directors should be persons of
calibre, credibility and have the necessary
skills 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; and
– Boardroom diversity by ensuring that women
candidates are sought as part of its
recruitment exercises.
• To propose to the Board the responsibilities of
Non-Executive Directors, including membership
and Chairmanship of Board Committees;
• To evaluate and recommend the appointment of
senior executive positions, including that of the
Managing Director, their duties and the
continuation (or not) of their service;
• To establish and implement processes for
assessing the effectiveness of the Board as a
whole, the Committees of the Board and for
assessing the contribution of each Director;
• To evaluate on an annual basis:
– The effectiveness of each Director’s ability to
contribute to the effectiveness of the Board
and the relevant Board Committees, in
addition to providing the necessary feedback
to the Directors in respect of their
performance;
– The effectiveness of the Committees of the
Board; and
– The effectiveness of the Board as a whole.
• To recommend to the Board:
– Whether Directors who are retiring by
rotation should be put forward for re-
election; and
– Termination of membership of individual
Directors in accordance with policy
• To establish appropriate succession plans at
Board level, and if appropriate, at senior
management level;
• To provide for adequate training and orientation
of new Directors with respect to the business,
structure and management of the Group as well
as the expectations of the Board with regard to
their contributions to the Board and Company;
• To consider other matters as referred to the
NRC by the Board.
155
KPJ Healthcare Berhad annual report
2014
