TERMS OF REFERENCE - Nomination Committee

The Nomination Committee (“NC”) was established by the Board of Directors (“Board”) of Parlo Berhad (“Parlo” or “Company”) on 11 November 2003.
1. Objectives
The principal objectives of the NC are to assist the Board in their responsibilities in nominating new nominees to the Board and to assess the performance of the Board, the Committees of the Board and the Directors of the Company on an on-going basis.

2. Composition
2.1 The NC shall be appointed by the Board from among their number and shall consist of not fewer than 3 members who are all Non-Executive Directors and a majority of them must be Independent Directors.

2.2 The members of the NC shall elect a Chairman/Chairperson from among their number who is an Independent Non-Executive Director.

2.3 If a member of the NC retires, resigns, passed away and/or for any other reason ceases to be a member resulting in the number of members be reduced to below 3, the Board shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum of 3 members.

2.4 No alternate director shall be appointed as a member of the NC.

3. Chairman
3.1 The Chairman of the NC shall be elected from amongst the NC members whom shall be an Independent Director or the Senior Independent Non-Executive Director approved by the Board.

3.2 In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the NC meeting.

4. Secretary
4.1 The Secretary of the NC shall be the Company Secretary of the Company.

4.2 The Company Secretary/(ies) shall act as Secretary/(ies) of the NC and shall be responsible, in consultation with the Chairman/Chairperson, for drawing up the agenda and other supporting explanatory documents for circulation to the NC members prior to each meeting.

4.3 The Secretary/(ies) shall be responsible for recording attendance of all members and invitees, keeping the minutes of the meetings, circulating them to the NC members and other members of the Board and ensuring compliance with the ACE Market Listing Requirements (AMLR) of Bursa Malaysia Securities Berhad.
5. Duties and responsibilities
  • The NC recommends to the Board, with the objective of providing assistance to the Board in determining the Board’s adequacy requirement and appointment of Independent Directors; In accordance with the Company’s Constitution all directors who are appointed by the Board are subject to re-election by shareholders at the Annual General Meeting (AGM) subsequent to their appointment and 1/3 of the remaining directors are subject to re-election by rotation at each AGM thereafter. In any case, each director shall retire from office at least once every 3 years.
  • To nominate and recommend to the Board, suitable candidates for directorships. In making such recommendations, to consider candidates proposed by any director, senior management staff, shareholder and/or other consultant/adviser.
  • To nominate and recommend to the Board, directors to fill seats on board committees.
  • To annually assess the effectiveness of the Board as a whole, the board committees, and for assessing the contributions of each individual director, including Independent Non-Executive Directors.
  • To review on an annual basis, the independence of Independent Directors with reference to the definition of “Independent Director” as stipulated by Rule 1.01 of the AMLR of Bursa Securities and the Policy on Independence & Conflict of Interest and recommend to the Board. The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. Upon completion of 9 years, an Independent Director may continue to serve on the Board subject to his/her re-designation as a Non-Independent Director. In the event the Director was to remain designated as an Independent Director, the Board shall justify and obtain shareholders’ approval.

    In the event the Board wishes to continue to retain an Independent Director after the 12th year, the Board should seek annual shareholders’ approval through a two-tier voting process as guided by the Malaysian Code of Governance 2017;
  • To review annually and recommend to the Board with regard to the structure, fit and proper, size, tenure, directorships, balance and composition of the Board and board committees including the required mix of skills and experience, core competencies and gender diversity which the directors should bring to the Board and other qualities to function effectively and efficiently;
  • To draw up, review and recommend to the Board the Directors’ Fit and Proper Policy;
  • To ensure that all directors receive appropriate continuous training or attend training programmes in order to broaden their perspectives and to keep abreast with developments in the marketplace and changes in new statutory and regulatory requirements;
  • To review the term of office and performance of the Audit and Risk Management Committee and each of its members annually to determine whether the Audit and Risk Management Committee and its members have carried out their duties in accordance with their terms of reference; and
  • To oversee the appointment, succession planning and performance evaluation of the key senior management.
6. Meeting
  • 6.1 The NC may regulate its own procedures and in particular the calling of meetings, the notice to be given for such meetings, the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.
  • 6.2 The Company Secretary shall on the requisition of the members of the NC summon a meeting of the NC and except in the case of an emergency, reasonable notice of every NC meeting shall be given in writing.
  • 6.3 Other Board members and/or employees may attend the NC meeting upon the invitation of the NC.
  • 6.4 All decisions at such meeting shall be decided on a show of hands on a majority of votes of the members present, and in the case of equality of votes, the Chairman of the NC shall have a second or casting vote.
  • 6.5 A quorum for a meeting of the NC shall consist of two (2) members.
7. Minutes
  • 7.1 Minutes of each meeting shall be kept at the registered office and distributed to each member of the NC and also to the other members of the Board. NC Chairman shall report on the proceeding of each meeting to the Board.
  • 7.2 The minutes of the NC meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
  • 7.3 The NC members may inspect the minutes of the NC at the registered office or such other place as may be determined by the NC.
8. Circular resolutions
A resolution in writing signed by a majority of the NC, for the time being, shall be as valid and effectual as if it has been passed at a meeting of the NC duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more NC members. Any such document may be accepted as sufficiently signed by a Committee member if transmitted to the Company by email, facsimile or other electrical or digital written message/application to include a signature of a Committee member.
9. Reporting
  • 9.1 The NC shall report to the Board, either formally in writing, or verbally, as it considers appropriate on the matters within its Terms of Reference at least once a year, but more frequently if it so wishes.
  • 9.2 The NC shall report to the Board on any specific matters referred to it by the Board.
  • 9.3 The Company Secretary shall circulate the minutes of the NC to all members of the Board.

This Terms of Reference is approved and adopted by the Board of Parlo and shall be effective from 22 April 2024 and the Terms of Reference is made available at the Company’s website at http://www.parlogroup.com.