TERM OF REFERENCE OF THE NOMINATING COMMITTEE

 
1.0 Objectives
 
The purpose of the Nominating Committee (the "Committee") of the Board of Directors of SWS Capital Berhad (the "Company") shall be to:
  review the composition and evaluate the performance of the Board of Directors; select, or recommend for the selection of the Board of Directors, director nominees; and evaluate director compensation; and

  review the composition of committees of the Board of Directors and recommend persons to be members of such committees.

In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.
 

 

2.0 Composition
 
The Committee shall be appointed by the Board from amongst the Directors and shall consist no fewer than 2 members, all of them must be Non-Executive Directors, with a majority of them being Independent Directors. The member of the Nominating Committee shall elect a chairman from among their members who shall be an independent Director. An alternate Director must not be appointed as a member of the Nominating Committee.

If a member of the Committee resigns, dies, or for any reason ceases to be a member with the results that the number of members is reduced to less than three, the Board of Directors shall, appoint such number of members as may be required to make up the minimum number of three members.

The Company Secretary shall be the Secretary of the Committee.
 

 

3.0 Authority
 
The Board has constituted the Committee with the authorities necessary to perform the duties set out in these terms of reference. The Board willl provide the Committee with sufficient resources to undertake its duties.

The Committee, within the scope of its assigned duties, is authorised to seek any information it requires from employees, company officers and external parties.

The Committee may engage remuneration consultants and other advisers or otherwise obtain such independent legal or other professional services as it requires, at the expense of the Company, with prior consent of the Board.
 

 

4.0 Meetings
 
The Committee shall meet at least once a year, and such additional meetings as may be required for the Chairman to fulfill its duties. The agenda for the Committee meetings shall be circulated before each meeting to members of the Committee.

At all meetings of the Committee, the Chairman of the Committee, if present, shall preside. If the Chairman of the Committee is absent, the members present at the meeting shall elect a Chairman for the meeting.
 

 

5.0 Quorum
 
The quorum for the Committee meeting shall consist of two (2) members of whom the majority of the members present shall be Independent Directors.

 

 

6.0 Attendance at Meetings
 
The Company Secretary shall be the Secretary of the Committee and shall be responsible for the coordination of administrative details including sending out notice of meetings, preparing and keeping minutes of meetings. The minutes of the Committee meetings are to be extended to the Board.

 

 

7.0 Duties and Responsibilities
 
The duties and responsibilities of the Committee shall be as follows and will cover the Group:

  (i) Composition of the Board of Directors, Evaluation and Nominating Activities

  Review the composition and size of the Board of Directors and determine the criteria for membership on the Board of Directors, which may include, among other criteria, issues of character, judgment, independence, diversity, age, expertise, corporate experience, length of service, other commitments and the like;

  Conduct periodic evaluations of the Board of Directors as a whole and the Committee

  Identify, consider and select, or recommend for the selection of the Board of Directors, candidates to fill new positions or vacancies on the Board of Directors, and review any candidates recommended by stockholders, provided that such recommendations are submitted in writing to the Secretary of the Company, and include, among other things, the recommended candidate's name, biographical data and qualifications, and that such recommendations are otherwise made in compliance with the Company's bylaws and its shareholder nominations and recommendations policy;

  Evaluate the performance of individual members of the Board of Directors eligible for re-election, and select, or recommend for the selection of the Board of Directors, the director nominees for election to the Board of Directors by the stockholders at the annual meeting; and

  To give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and the required skills and expertise that are needed by the Board in future.

  (ii) Committees of the Board of Directors

  Periodically review the composition of each committee of the Board of Directors and make recommendations to the Board of Directors for the creation of additional committees or the change in mandate or dissolution of committees; and

  Recommend to the Board of Directors persons to be members of the various committees.

In performing its duties, the Committee shall have the authority to obtain advice, reports or opinions from internal or external legal counsel and expert advisors, including any search firm to be used to identify candidates for the Board of Directors, and shall have sole authority to approve such experts' fees and other retention terms.