Members of the Nominating Committe ("NC" or "the Committee") shall be appointed by the Board amongst its Directors and shall comprise at least three (3) members, all of whom must be Non-Executive, and a majority of whom must be Independent and Non-Executive Directors.

The Chairman of the Board must not be a member of NC.

Where the members of the Committee for any reason are reduced to less than three (3), the Board shall be based on the recommendation of the NC, within three (3) months from the occurrence of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

2.   Chairman

The Chairman of the Committee shall be an Independent and Non-Executive Director or the Senior Independent and Non-Executive Director.

In the absence of the Chairman of the Committee, the other members of the Committee shall amongst themselves select a Chairman who must be an Independent and Non-Executive Director to chair the meeting.

3.   Authority

The Committee is authorized by the Board, in accordance with the procedures to be determined by the Board and at the cost of the Company, to:

i. Have resources when are reasonably required to enable it to perform its duties.

ii. Have full and unrestricted access to any information pertaining to the Company or the Group.

iii. Obtain outside legal or other independent professional advice, and secure the attendance of outside with relevant experience and expertise if it considers this necessary.  
 

4.   Duties
The duties and responsibilities of the Committeare are s follows
i.  Assess the suitability and recommend to the Board, candidates for directorship and members for the Board’s committees.  Consider in making its recommendation candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder.

ii.   Review annually the term of office, effectiveness, and performance of the Audit Committee and each of its members to determine whether the Audit Committe and its members have carried out their duties in accordance with their Terms of Reference.

iii. The Committee to review and assess annually the objectivity and independence of Independent Directors who serve the Board over the tenure of 9 years and to adopt the mandatory 12 years tenure limit for Independent Directors.

iv. Assist the Board on the following.

a.    Assess annually on the effectiveness of the Board as a whole and the Boards's

Committees.

b. Assess annually on the contribution of each Director to the effectiveness on the decision-making process of the Board.

c. Conduct fit and proper assessment prior to the appointment of any candidate as a Director, or making recommendation for the re-election of and existing Director retiring by rotation.

d. To examine the composition and size of the Board at least once a year, with a view to determining each Director and Committee's effectiveness.

e. Recommend to the Board, the implementation where practical of the provisions of the Malaysian Code of Corporate Governance and to safeguard compliances of the Listing Requirements and any other regulations related to appointment and re-election of a Director.

5.   Quorum for meetings

The quorum shall be formed only if there is a majority of members present at the meeting who are independent directors.

6.   Attendance at meetings

Non-members shall not attend meetings unless specifically invited by the Committee.

7.   Frequency of meetings

The Committee shall meet at least once a year and as frequently as may be required.

8.  Reporting procedures 

The Company Secretary shall be the Secretary of the Committee, who shall record attendance of all members and invitees and take minutes to record the proceedings of every meeting of the Committee. All minutes of meetings shall be circulated to every member of the Board.

9.  Review of the Written Terms of Reference

Any amendments to this Terms of Reference to be approved by the Board. This Terms of Reference will be reviewed and updated periodically in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Committee's responsibilities.

The written Terms of Reference will be published on the Company's website.

Updated and approved by NC and the Board on 31 May 2022 and is available on the Company's website, at www.dominant.com.my.