The Nomination Committee was established by the Board of Directors (“Board”) of Parlo Berhad (formerly known as Cybertowers Berhad) (“Parlo” or “Company”) on 11 November 2003.
 
Objectives 
The principal objectives of the Nomination Committee 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.


Composition  
The Nomination Committee 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.
 
The members of the Nomination Committee shall elect a Chairman/Chairperson from among their number who is an Independent Non-Executive Director.
 
If a member of the Nomination Committee 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.
 
No alternate director shall be appointed as a member of the Nomination Committee.
 

Chairman 
The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members whom shall be an Independent Director or the Senior Independent Non-Executive Director approved by the Board.
 
In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Nomination Committee meeting.
 

Secretary 
The Secretary of the Nomination Committee shall be the Company Secretary of the Company and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.
 

Duties and responsibilities 

• The Nomination Committee 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 Articles of Association, 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 annually and recommend to the Board with regard to the structure, 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 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 Committee and each of its members annually to determine whether the Audit 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.

 
Meeting 
The Nomination Committee 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.
 
The Company Secretary shall on the requisition of the members of the Nomination Committee summon a meeting of the Nomination Committee and except in the case of an emergency, reasonable notice of every Nomination Committee meeting shall be given in writing.
 
Other Board members and/or employees may attend the Nomination Committee meeting upon the invitation of the Nomination Committee.
 
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 Nomination Committee shall have a second or casting vote.

A quorum for a meeting of the Nomination Committee shall consist of two (2) members.
 

Minutes 
Minutes of each meeting shall be kept at the registered office and distributed to each member of the Nomination Committee and also to the other members of the Board. The Nomination Committee Chairman shall report on the proceeding of each meeting to the Board.
 
The minutes of the Nomination Committee 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.
 
The Nomination Committee members may inspect the minutes of the Nomination Committee at the registered office or such other place as may be determined by the Nomination Committee.
 

Circular resolutions 
A resolution in writing signed by all members in lieu of convening a formal meeting shall be valid and effectual as if it had been passed at a meeting of the Nomination Committee duly convened and held. Any such resolutions may consist of several documents in like form, each signed by 1 or more members.
 

Reporting 
The Nomination Committee 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.
 
The Nomination Committee shall report to the Board on any specific matters referred to it by the Board.
 
The Company Secretary shall circulate the minutes of the Nomination Committee to all members of the Board.
 

This Terms of Reference was reviewed and approved by the Board of Directors on 6 April 2018.