10.1 |
The NRC is empowered to identify and recommend new appointments of Executive and Non-Executive Directors to the Board and Board Committees. In discharging this duty, the NRC will assess the suitability of an individual to be appointed to the Board and Board Committees by taking into account the individual’s skills, knowledge, expertise and experience, professionalism and integrity. |
|
|
10.2 |
When determining new appointments or re-election/re-appointment of retiring Non-Executive Directors pursuant to the Company’s Constitution, the Board should consider diverse range of qualified candidates with no conscious or unconscious biasness against the candidate so as to ensure that a fair assessment is conducted to decide on the suitability of the qualified candidate in the best interest of S P Setia Group. |
|
|
10.3 |
In identifying candidates for appointment as Directors, the Board does not solely rely on recommendations from existing Directors, management or major shareholders. The Board utilises independent sources to identify suitably qualified candidates where appropriate[12]. |
|
|
10.4 |
In accordance with the Constitution, all Directors who are appointed by the Board shall retire from office at least once every three (3) years but shall be eligible for re-election at the next Annual General Meeting (“AGM”). The Directors to retire in each year are those who have been longest in office since their last election or appointment[13]. |
|
|
10.5 |
The Directors shall have powers at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed the maximum number fixed by the Constitution. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting[14]. |
|
|
10.6 |
A Director must not hold more than five (5) directorships in listed issuers[15]. |
[12] Practice 5.6 of the MCCG
[13] Clause 103 of the Constitution
[14] Clause 107 of the Constitution
[15] Paragraph 15.06(1) of the Listing Requirements