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Terms of Reference - Nominating Committee


TASCO BERHAD (20218-T)
(Incorporated in Malaysia)

NOMINATING COMMITTEE

TERMS OF REFERENCE

1.   Members


      The Committee shall be appointed by the Board of Directors and shall consist of not less than 2
      members composed exclusively of non-executive directors, the majority of whom shall be
      independent directors with the responsibility for proposing new committees to the board and for
      assessing directors on an ongoing basis. The actual decision as to who should be nominated
      should be the responsibility of the full board after considering the recommendations of such a
      committee.

      In the event of any vacancy in the Committee resulting in the non-compliance of the above, the
      Company must fill the vacancy within 3 months.

      The Board of Directors must review the term of office and performance of the Committee and

      each of its members at least once every 3 years to determine whether such Committee and
      members have carried out their duties in accordance with their terms of reference.

2.   Chairman

      The Chairman shall be elected by the Committee from among their members.

3.   Functions

      The Committee shall:-
      i.    recommend to the board candidates for all directorships to be filled by the shareholders or
            the board. In making its recommendations, the nominating committee should consider the
            candidates'-
            -   skills, knowledge, expertise and experience;
            -   professionalism;
            -   integrity; and
            -   in the case of candidates for the position of independent non-executive directors, the
                nominating committee should also evaluate the candidates' ability to discharge such
                responsibilities/functions as expected from independent non-executive directors;
      ii.   consider, in making its recommendations, candidates for directorships proposed by the
            Managing Director and, within the bounds of practicability, by any other senior executive or
            any director or shareholder;
      iii.  review annually the required mix of skills and experience and other qualities, including core
            competencies which non-executive directors should bring to the board and thereafter,
            recommend its findings to the board and for disclosure in the annual report;
      iv.  assess annually the effectiveness of the board as a whole, the committees of the board and
            the contribution of each existing individual director and thereafter, recommend its findings to
            the board;
      v.   annually carry out a process implemented by the board, for assessing the effectiveness of the
            board as a whole, the Committees of the board, and for assessing the contribution of each
            individual director, including independent non-executive directors as well as the executive
            directors and all assessments and evaluations carried out by the Committee in the discharge
            of all its functions should be properly documented;
      vi.  to review on annual basis the performance of the audit committee and the term of office and
            performance of each of its members; and
      vii.  identify, evaluate and recommend candidates for appointment as secretary.

4.   Structures and Procedures

      The Committee should meet regularly, with due notice of issues to be discussed and should
      record its deliberations, in terms of the issues discussed, and the conclusions in discharging its
      duties and responsibilities. The Committee should disclose the number of committee meetings
      held in a year and the details of attendance of each individual member in respect of meetings
      held. The quorum shall be 2 members with majority of independent directors.

      The Committee should have a formal schedule of matters specifically reserved to it for decision to
      ensure that the direction and control of the Committee is firmly in its hands.

      The Committee should be entitled to the services of a secretary who must ensure that all
      appointments are properly made, that all necessary information is obtained from Directors, both
      for the Company’s own records and for the purposes of meeting statutory requirements, as well
      as obligations arising from the Listing Requirements of Bursa Malaysia Securities Berhad and/or
      other regulatory authorities.

5.   Access to Advice

      In furtherance to their duties as the Committee’s members of the Company, there should be an
      agreed procedure for the members, whether as a full Committee or in their individual capacity, to
      take independent professional advice at the Company's expense, if necessary.

 
 
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