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Terms of Reference - Nomination and Remuneration Committee

1.  To recommend to the Board, candidates for directorships in Minho (M) Bhd.

2.  To consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer/Managing Director and,            within the bounds of practicability, by any other senior executive or any director or shareholder.

3.  To recommend to the Board, directors to fill the seats on Board Committees.

4.  To assist the Board in reviewing on an annual basis, the required mix of skills and experience and other qualities including core                            competencies which Non-Executive Directors should bring to the Board.

5.  To assess, on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual      director, based on the process and procedure laid out by the Board.

6.  To recommend to the Board the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary.

7.  To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.

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