TERMS OF REFERENCE OF NOMINATION COMMITTEE

 

OBJECTIVES

Nomination Committee (NC) shall, within the limits of the policy determined and powers delegated by the Board of Directors (Board or Directors), be responsible for considering and recommending to the Board candidates for directorships in IGB and Directors to fill seats on the Board Committees; conducting annual review of the structure, size and composition of the Board (including the required mix of skills, experience, diversity and other qualities), the performance of the Board, Board Committees, each individual Director as well as Directors under the annual re-election provisions; assessing the independence of Independent Non-Executive Directors (INEDs) and presenting its assessment to the Board for final determination; and overseeing the Board’s succession planning.

COMPOSITION AND APPOINTMENT

(a) NC shall be members of, and appointed by, the Board and shall have at least 3 members and be composed entirely of Non-Executive Directors, a majority of whom, including the chairman, must be independent.

(b) The appointment of a NC member terminates when the member ceases to be a Director, or as determined by the Board.

(c) The composition of NC, including members’ tenure, performance and effectiveness as well as their accountability and responsibilities, shall be assessed via the annual Board Committee Assessment.

MEETING

(a) NC shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by NC. The quorum for NC shall be two members, of which one shall be an INED.

(b) Minutes shall be kept of the proceedings and the resolutions of NC. NC chairman shall report to the Board on any salient matters noted by NC and which requires the Board’s notice, direction and approval. Minutes of NC meeting shall be tabled at the Board meeting for the Directors’ review and notation.