The Chairman shall be elected by the Committee from among their members who shall be an independent director. The AC Chairman shall not be the Chairman of the Board.
If at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers, to act as the Chairman of the meeting.
The Head of Finance, the representatives from the internal and external auditors shall normally attend the meeting. Other directors and employees attend any particular audit committee meeting only at the Committee’s invitation, specific to the relevant meeting. The Committee may invite any person to be in attendance to assist in its deliberations.
The Company Secretary shall act as the secretary of the Committee during his/her term of appointment.
Any member may at any time and the Head of Finance and the Secretary shall on the requisition of any of the members or the external auditors summon a meeting.
The meetings may be conducted by means of telephone conference, video conference or any other form of audio or audio-visual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person of such meeting.
A resolution in writing signed by all members of the Audited Committee for the time being entitled to receive notice of an Audit Committee meeting, shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held.
Any resolution coming within the provisions of this Regulation may consist of several documents in like form, each signed by one or more member of the Audit Committee.
Any such document may be accepted as sufficiently signed by a member if transmitted to the Company by any technology purporting to include a signature and/or an electronic or digital signature of the member.
Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to any member either personally or sending it by facsimile transmission or email transmission or through the post or by courier to such member to his/her registered address as appearing in the Register of Directors, as the case may be.
The notice and agenda shall be distributed to all members about seven (7) days before the meeting.
The members of the Committee shall be elected by the Board of Directors from amongst themselves and the Committee shall consist of not less than two (2) members who are exclusively non-executive directors, the majority of whom must be independent directors.
In the event of any vacancy in the Committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (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 three (3) years to determine whether the Committee and its members have carried out their duties in accordance with the Committee’s terms of reference.
The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary.
The Chairman may call for additional meetings at any time at his discretion.
The Secretary shall at the requisition of the members of the Committee summon a meeting of the Committee and except in the case of an emergency, reasonable notice of every Committee meeting shall be given in writing.
The meetings may be conducted by means of telephone conference, video conference or any other form of audio or audio-visual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person of such meeting.
The Committee shall in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company:-
The duties and responsibilities of the Committee are as follows,:-
assessing and recommending to the Board of Directors, list of candidature of persons for selection as directors, appointment of directors to board committees and that women candidates are sought as part of the recruitment process.
(The nomination and election process of board members should be disclosed in the annual report. Per the new Paragraph 15.08A of Main Market Listing Requirements as amended on 29/11/2012 and effective date of compliance on 1 June 2013, the listed issuer must provide, in its annual report, a statement about the activities of the nominating committee in the discharge of its duties for the financial year.)
In making its recommendations, the Committee should assess the suitability of candidates and considerations be given to the competencies, commitment, contribution and performance as well as consider the candidates’:
The Board has entrusted NC with the responsibility for carrying out the annual Board Effectiveness Evaluation.
The Board’s effectiveness is assessed in the areas of composition, administration, accountability and responsibility, conduct and the performance of the Chairman, Chief Executive Officer and senior Management.
The Directors’ Self and Peer Assessment is intended to evaluate the mix of skills, experience and other relevant qualities the Directors bring to the Board, and takes into account the individual director’s ability to exercise independent judgment at all times and to contribute the effective functioning of the Board. The Self and Peer Assessment process also examines the ability of each Board or Committee member to give material input at meetings and to demonstrate a high level of professionalism and integrity in the decision-making process.
NC also reviews the term of office and performance of the Board Committee and each of its members annually to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.
The annual Board Effectiveness Evaluation exercise facilitates the assessment of the level of independence demonstrated by each independent directors in their exercise of judgement and ability to act in the best interest of the Company in decision-making, as well as clarify of thought and objectivity in problem solving during deliberations at Board meetings.