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NOMINATING COMMITTEE STATEMENT
for the financial year ended 30 June 2015

NOMINATING COMMITTEE ("NC")

The NC was established on 23 May 2013. The terms of reference of the NC provide that it shall comprise no fewer than three members, all of whom must be non-executive Directors, with a majority being independent directors.

Members of the NC are as follows:-

  • Dato' Ahmad Fuaad Bin Mohd Dahalan (Chairman)
  • Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman
  • Dato' Cheong Keap Tai

The NC met once during financial year ended 30 June 2015, attended by all members.

The primary purpose of the NC is to provide assistance to the Board of Directors of YTL e-Solutions Berhad (the "Company") ("Board") in overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the need of the Company and its subsidiaries ("YTL e-Solutions Group"). The functions and duties of the NC include, inter alia, the following:-

i. Formulating the nomination, selection and succession policies for the members of the Board;
ii. Making recommendations to the Board on candidates for appointments, re-election/re-appointment of Directors to the Board and/or Board Committees;
iii. Reviewing the composition in terms of appropriate size, mix of skills, experience, competencies and other qualities of the Board annually;
iv. Assessing annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee;
v. Establishing a set of quantitative and qualitative performance criteria to evaluate the performance of the members of the Board;
vi. Developing criteria for assessing independence for application by the Board upon admission, annually and when any new interest or relationship develops;
vii. Facilitating and determining Board induction and training programmes.

Activities of the NC for the financial year ended 30 June 2015

(a) 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 or diversity gap that has been identified. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfill the requirements prescribed under the relevant laws and regulations for appointment as director. In assessing the suitability of a candidate, the NC will take into consideration the candidate's skills, knowledge, expertise, competence and experience, time commitment, character, professionalism and integrity. For the position of independent non-executive director, the NC will evaluate the candidate's ability to discharge such responsibilities as expected from an independent non-executive director.

     
  i.

Review of Directors proposed for re-election/re-appointment

In accordance with Article 83 of the Articles of Association of the Company ("Article 83"), Directors are to be elected at every annual general meeting when one-third of the Directors longest in office shall retire and if eligible, may offer themselves for re-election.

Pursuant to Section 129 of the Companies Act, 1965 ("Section 129"), the office of a director of or over the age of 70 years becomes vacant at every annual general meeting unless he/she is re-appointed by a resolution passed by the shareholders at such general meeting.

In June 2015, based on the results of the assessment undertaken for the financial year, the NC recommended to the Board that:-

 
 
  • Dato' Ahmad Fuaad Bin Mohd Dahalan, Dato' Cheong Keap Tai and Yeoh Keong Yeow who are due to retire pursuant to Article 83 at the Twenty-Third Annual General Meeting of the Company ("AGM"), stand for re-election; and
     
  • Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman who is over the age of 70 years and due to retire pursuant to Section 129 at the AGM, stand for re-appointment.
       

    Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato' Ahmad Fuaad Bin Mohd Dahalan and Dato' Cheong Keap Tai abstained from deliberations at the NC meeting on their own re-election/re-appointment.

    The Board, save for the members who had abstained from deliberations on their own re-election/re-appointment, supported the NC's views and recommends that shareholders vote in favour of the resolutions for their re-election/re-appointment at the forthcoming AGM.

         
      ii.

    Review of Directors proposed for continuing in office as Independent Non-Executive Directors ("INED")

    As part of the annual assessment of Directors and in accordance with Recommendation 3.1 of the Malaysian Code on Corporate Governance 2012, an assessment of independence was conducted on the INED. In addition to the criteria for independence prescribed in Bursa Malaysia Securities Berhad ACE Market Listing Requirements and Guidance Note 9, INED were assessed on their ability and commitment to continue to bring independent and objective judgment to board deliberations.

    The Board is of the view that there are significant advantages to be gained from the Independent Non-Executive Director who has served on the Board for more than 9 years as he possesses greater insights and knowledge of the businesses, operations and growth strategies of the YTL e-Solutions Group. Furthermore, the ability of a director to serve effectively as an independent director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity in discharging his responsibilities in good faith in the best interest of the company and his duty to vigilantly safeguard the interests of the shareholders of the company.

    The Board, save for Dato' Cheong Keap Tai who had abstained from deliberations on the matter, is satisfied with the skills, contributions and independent judgment that Dato' Cheong Keap Tai, who has served for 9 years or more, bring to the Board. For these reasons, the Board, save for Dato' Cheong Keap Tai, recommends and supports the resolutions for his continuing in office as Independent Non-Executive Director of the Company which will be tabled for shareholders' approval at the forthcoming AGM.

         
    (b) Annual assessment
     

    In April 2015, the NC carried out its annual assessment of the effectiveness of the Board as a whole, the Board Committees and individual Directors. The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms comprising a Board and Board Committees Effectiveness Evaluation Form, and Individual Director Performance Evaluation Form.

    In evaluating the effectiveness of the Board, several areas were reviewed including the composition, degree of independence, right mix of expertise, experience and skills, quality of information and decision making, and boardroom activities. 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.

    The assessment of the individual Directors covered areas such as calibre, personality, conduct, integrity, knowledge, experience, time commitment, competency and participation in board decisions.

    Results of the assessment were summarized and discussed at the NC meeting held in June 2015 and reported to the Board by the Chairman of the NC. These results form the basis of the NC's recommendations to the Board for the re-election and re appointment of Directors at the AGM.

    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 that collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. Currently, the directors are all males. Nevertheless, the Board recognizes the importance of encouraging and developing female talent at all levels. 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.

    Training and development of Directors

    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 assessment 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 organization of in-house development programmes and keeps Directors informed of relevant external training programmes.

    All the Directors have undergone training programmes during the financial year ended 30 June 2015. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-

    > Corporate Governance/Risk Management and Internal Controls
     
  • Risk Management and Internal Control : Workshop for your Audit Committee;
  • Enterprise Risk Management : Driving Organisational Sustainability, Agility and Resilience;
  • Advanced Corporate Governance;
  • Audit Oversight Board Conversation with Audit Committee;
  • Strengthening Corporate Governance Disclosure amongst the Listed Issuers.

  • > Information Technology
     
  • Mobile World Congress 2015;
  • Google Team Work 2015;
  • Google I/O 2015;
  • Echelon Asia Summit 2015;
  • Qualcomm 3G/LTE Summit 2014
  • eBoard Directors' Training;
  • Shaking Things Up : Technology that Transforms and How to Keep Pace.

  • > Financial and Taxation
     
  • Goods and Services Tax and Tax Training;
  • National Tax Conference 2014;
  • MIA National Accountants Conference 2014;
  • Budget 2014 with Inland Revenue Board of Malaysia.

  • > Leadership, Legal and Business Management
     
  • Crisis Management and Leadership during a Disaster;
  • Directors Breakfast Series with Beverly Behan "Great companies deserve great boards";
  • World Economic Forum Annual Meeting;
  • Global Megatrends Conference;
  • Invest Malaysia 2015;
  • Update on Amendments to Bursa Malaysia Securities Berhad Main Market Listing Requirements;
  • YTL Leadership Conference 2014.

  • TERMS OF REFERENCE
    NOMINATING COMMITTEE ("COMMITTEE")

    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 e-Solutions 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. Composition
      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. Authority
      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:-
      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. Functions and Duties
      The Committee shall, amongst others, discharge the following functions:-
      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.
       
    5. Meetings
      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. Minutes
      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. Secretary
      The Secretary to the Committee shall be the Company Secretary.

     

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