SECTION 1: NC COMPOSITION

4 | Nominating Committee Guide compliance with relevant legislation such as the Computer Misuse and Cybersecurity Act (Cap. 50A) and the Personal Data Protection Act 2012 (Act 26 of 2012). 1.3 Terms of Reference 1.3.1 The NC is typically established to make recommendations to the Board on all director appointments and related matters including 7 : • The review of the structure, size and composition of the Board and Board Committees. • The review of succession plans for directors, in particular the appointment and replacement of the Board Chairman, directors, the Chief Executive Officer (CEO) and key management personnel (KMP) 8 . • The development of a transparent process and criteria for evaluating the performance of the Board, Board Committees and directors (including the Board Chairman), including assessing whether directors are able to commit enough time to discharge their responsibilities as well as determining the maximum number of listed company Board representations which a director may hold 9 . • The review of training and professional development programmes for the Board and its directors. • The appointment and reappointment of directors (including any Alternate Directors). • The review and confirmation of the independence of each director. 1.3.2 Although the NC’s role is to review and recommend the Board composition and director appointments, it is the Board that makes the final decision on these matters. 7 Most of these items are from Provision 4.1 of the Code, and further elaborated here. 8 “Key management personnel (KMP)” refers to members of the top management team of the company. They would typically comprise the CxOs (CEO, COO, CFO, CHRO, CCO, CRO, CTO), and other titles such as President and Managing Director depending upon the size of the company. The term “senior management” is used interchangeably with “KMP” in this Guide series. 9 For guidance on the maximum number of listed Board seats that a director may hold, please refer to subsection 3.6.8 of this Guide. 1A-3