Nomination

Committee

ACC221 Corporate Governance

Objectives
After you have studied this chapter, you will be able to:
1. explain the composition and the size of the
committee.
2. explain the criteria for evaluating board
performance
3. explain the re-election process and appointment of
the board

ACC221 Corporate Governance

Introduction
 MCCG 2000 para 4.4 states that ‘There should be a formal
and transparent procedure for the appointment of new
directors to the board.‘
 There should be a nomination committee which should
lead the process for board appointments and make
recommendations to the board.’
 The companies should go through a formal process of
reviewing the balance and effectiveness of the board,
identifying the skills needed and those individuals who
might best provide them.--task by nomination committee.
Introduction
 The nomination committee should assess the time
commitments of the board posts and ensure that the individual
has sufficient available time to undertake them. 成员能参与的
时长
 The chairman of the nomination committee is required to
attend the AGM prepared to respond to any questions which
may be raised by shareholders on matters within the
committee’s area of responsibility.
 The Combined Code also requires the terms of reference of the
nomination committee, explaining its role and the authority
delegated to it by the board, to be made publicly available (e.g.
by placing them on a website maintained by or on behalf of the
company).
ACC221 Corporate Governance
Membership/Composition/Size
 The committee shall comprise of at least 3 directors.
A majority of the members of the committee should
be independent non-executive directors. --outsiders
 All appointments to the committee shall be made by
the board – Part 2, MCCG(2007).
 The board should ensure the nominating committee
comprises directors who are frank, outspoken and
collegial(friendly to everyone) 坦率、直言不讳和团
结一致的 in establishing an effective committee.
Membership/Composition/Size
 Members of the nominating committee should have
experience in the fields of human resource
management in order to deal with areas such as
developing the competency framework for directors,
skills assessment, recruitment, succession planning
and performance evaluation.
 The nominating committee should be chaired by an
independent director (preferably senior independent
director.

ACC221 Corporate Governance

Membership/Composition/Size
 Nominating committees should meet at a minimum two times a
year, to carry out the activities as enshrined in its terms of
reference, or more frequently when the need arises.
 Only members of the committee have the right to attend
committee meetings. However, other individuals such as the chief
executive, the head of human resources and external advisers may
be invited to attend for all or part of any meeting, as and when
appropriate.
 Appointments to the committee shall be normally for a period of
up to three years, which may be extended for two further three-
year periods provided that the majority of the committee members
remain independent.
委员会成员的任期通常不超过三年，如委员会多数成员保持独
立，任期可再延长两个三年。
Membership / Composition/Size
 The board shall appoint the committee chairman who is
an independent non-executive director.
 In the absence of the committee chairman and/or an
appointed deputy, the remaining members present shall
elect one of their number to chair the meeting from those
who would qualify under these terms of reference to be
appointed to that position by the board. 没来找代替
 The Chairman of the board should not be involved in this
committee to ensure there is check and balance as well as
objective review by the board. 董事会主席不应该参与这
个 委 员 会 （ 跟 BOD chairman 不 是 一 个 人 ） --
remuneration
Selection and Assessment of Directors
 Such criteria should be developed, taking into consideration the
suitability of candidates against considerations such as competencies,
(time) commitment, contribution and performance, including the
current composition of board and board committees, mix of skills and
experiences of directors whilst taking into account the current and
future needs of the company, boardroom diversity (including gender
diversity) and other soft attributes required as company directors.
 制定这样的标准时，应考虑到候选人的胜任能力、承诺、贡献和
业绩等因素，包括董事会和董事会委员会的当前组成、董事的技
能和经验的组合，同时考虑到公司当前和未来的需求、董事会的
多样性 ( 包括性别多样性 ) 和公司董事所需的其他软属性。
Duties
The committee shall:
a) regularly review the structure, size and composition (including the skills,
knowledge and experience) required of the board compared to its current
position and make recommendations to the board with regard to any changes;
定期检讨董事会的架构、人数及组成 ( 包括所需的技能、知识及经验 ) ，
并就任何变动向董事会提出建议 ;
b) 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 what skills and expertise are therefore
needed on the board in the future; 在工作过程中充分考虑董事和其他高级
管理人员的继任计划，考虑公司面临的挑战和机遇，以及未来董事会需要
哪些技能和专业知识 ;
facing the company: AI technology
c) be responsible for identifying and nominating for the approval of the board,
candidates to fill board vacancies as and when they arise; 负责确定并提名董
事会批准的候选人，以填补董事会出现的空缺 ;
Duties
d) before any appointment is made by the board,
evaluate the balance of skills, knowledge and
experience on the board, and, in the light of this
evaluation prepare a description of the role and
capabilities required for a particular appointment
在董事会做出任何任命之前，评估董事会中技能、
知识和经验的平衡，并根据这一评估准备对特定任
命所需的角色和能力的描述
affect the performance of the company--future strategy
planning
Duties
In identifying suitable candidates the committee shall:
i. use open advertising or the services of external advisers to facilitate
the search; 利用公开广告或外聘顾问的服务，协助搜寻工作 ;
ii. consider candidates from a wide range of backgrounds; 考虑背景
广泛的候选人 ;
iii. consider candidates on merit(based on skills and personalities, not
for the familarity) and against objective criteria, taking care that
appointees have enough time available to devote to the position;
根据客观标准择优考虑候选人，注意被任命者有足够的时间投
入该职位 ;
Duties
e) keep under review the leadership needs of the organisation, both executive
and non-executive, with a view to ensuring the continued ability of the
organisation to compete effectively in the marketplace; 不断检讨机构对行
政及非行政领导的需要，以确保机构持续有能力在市场上有效竞争 ;
f) keep up to date and fully informed about strategic issues and commercial
changes affecting the company and the market in which it operates; 及时了
解并充分了解影响公司及其运营所在市场的战略问题和商业变化 ;
outsider directors: resource dependency-skills, new view and knowledge
g) To ensure that all Directors receive appropriate continuous training
programmes in order to broaden their perspectives and to keep abreast with
developments in the market place and with changes in new statutory and
regulatory requirements. 确保所有董事持续接受适当的培训，以扩阔他
们的视野，并与市场的发展及新法例及规管规定的变化保持同步。
+accounting standards, laws and regulations on Bursa Malaysia
ACC221 Corporate Governance
Duties
h) review annually the time required from non-executive directors.
Performance evaluation should be used to assess whether the non-
executive directors are spending enough time to fulfil their duties; 每年
检讨非执行董事所需的时间。应采用绩效评估的方法，评估非执行
董事是否有足够的时间履行其职责 ;
i) ensure that on appointment to the board, non-executive directors
receive a formal letter of appointment setting out clearly what is
expected of them in terms of time commitment, committee service and
involvement outside board meetings; 确保非执行董事在获委任为董事
会成员时，会收到一份正式的委任信，清楚列明他们在时间承诺、
委员会服务及参与董事会以外会议等方面的要求 ;

ACC221 Corporate Governance

Duties
j) To recommend to the Board the removal of a Director/CEO if he is
ineffective, errant or negligent in discharging his responsibilities.; 如董事
/ 行政总裁在履行职责时表现欠佳、有过失或疏忽，应向董事会建
议将其撤职。 --manegerial level
k) To recommend to the Board the removal of key Senior Management
Officers if they are ineffective, errant or negligent in discharging their
responsibilities. 向董事会建议解除主要高级管理人员的职务，如他
们在履行职责时效率低下、错误或疏忽。
Recommendations
The committee shall also make recommendations to the board concerning:
a) formulating plans for succession for both executive and non-executive
directors and in particular for the key roles of chairman and chief
executive; 制定执行董事和非执行董事的继任计划，特别是主席和行
政总裁这两个关键角色的继任计划 ;
b) suitable candidates for the role of senior independent director; 高级独
立董事的合适人选 ;
c) membership of the audit and remuneration committees, in consultation
with the chairman of those committees; 与审计委员会和薪酬委员会主
席协商后，出任该等委员会的成员 ;
Recommendations
d. the re-appointment of any non-executive director at the conclusion of
their specified term of office having given due regard to their
performance and ability to continue to contribute to the board in the
light of the knowledge, skills and experience required; 任何非执行董事
在其指定任期届满时，在充分考虑其表现及按所需的知识、技能及
经验继续为董事会作出贡献的能力后，重新获委任 ;
e. the continuation (or not) in service of any director who has reached the
age of [70] if required by the articles; 公司章程规定年满 [70] 周岁的董
事继续 ( 或不再 ) 任职 ;

ACC221 Corporate Governance

Recommendations
f) any matters relating to the continuation in office of any
director at any time including the suspension or termination
of service of an executive director as an employee of the
company subject to the provisions of the law and their
service contract; 任何董事在任何时间继续任职的任何事
项，包括根据法律规定及其服务合同暂停或终止执行董
事作为公司雇员的服务 ;--performance evaluation, wrong
conducts(bribery...)
g) the appointment of any director to executive or other office.
任命任何董事担任行政或其他职务。
Board Nomination And Appointment
Process
 The nominating committee should be objective in the
assessment process - the committee should not be
influenced by major controlling/ dominant shareholders or
the CEO/ executive directors.
 A formal and transparent procedure should be established
for the appointment of new directors to the board.
 Board appointments, re-appointments and reelections are
carried out at the general meeting of shareholders.
review of the candidates--discuss in AGM--stakeholder give their
points
Re-election of Directors
 Paragraph 7.26(2) of the Listing Requirements
require directors of listed issuers to submit
themselves for re-election at regular intervals and at
least once in every three years.--apply for candidates
 This requirement allows shareholders to assess the
directors’ performances and contributions and, if
required, to replace them.
Re-election of Directors
 The nominating committee should highlight to the board,
through its annual performance evaluations, the directors
who do not meet established performance evaluation criteria.
提名委员会应通过年度绩效评估，向董事会突出指出不符
合既定绩效评估标准的董事。 --transparent performance
evaluation
 Where a director has been effective and his competencies
remain relevant, re-appointment is a relatively
straightforward process. 如果一名董事一直卓有成效，而且
他的能力仍然重要，重新任命是一个相对简单的过程。
THE END

ACC221 Corporate Governance