TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
19
The Board has stipulated specific terms of reference for the Nominating Committee, which cover, inter-alia, assessing
and recommending to the Board the candidature of Directors, appointment of Directors to Board Committees and
training programmes for the Board. The terms of reference require the Nominating Committee to review annually the
required mix of skills and experience of Directors; succession plans and board diversity, including gender diversity;
training courses for Directors and other qualities of the Board, including core-competencies which the Independent Non-
Executive Directors should bring to the Board. The Committee is also entrusted to assess annually the effectiveness of
the Board as a whole, the Committees of the Board and contribution of each individual Director. Insofar as board diversity
is concerned, the Board does not have a specific policy on setting targets for women candidates nor policy on diversity
in ethnicity and age. The evaluation of the suitability of candidates is based on the candidates’ competency, character,
time commitment, integrity and experience in meeting the needs of the Company, including, where appropriate, the
ability of the candidates to act as Independent Non-Executive Directors, as the case may be.
The Nominating Committee shall meet at least once a year or more frequently as deemed necessary by the Chairman.
During the financial year under review, two (2) meetings were held by the Nominating Committee and attended by all
members whereby the Nominating Committee considered the performance assessment of the Board, Board Committees
and individual Directors in respect of financial year ended 31 December 2013, as well as recommendation on changes
in job grading structure and corporate titles for senior management personnel of the Group.
On 28 January 2015, the Nominating Committee met to review and assess the effectiveness of the Board as a whole, the
Board Committees and the performance of individual Directors as well as the independence of the Independent Non-
Executive Directors in respect of financial year ended 31 December 2014 based on self and peer assessment approach.
In assessing the individual Director’s performance, the Nominating Committee considered, inter alia, the contribution,
performance, competency, personality, integrity and time commitment of each Director to effectively discharge his/
her role as a Director of the Company. From the results of the assessment, including the mix of skills and experience
possessed by the Directors, and based on the Nominating Committee’s recommendation, the Board recommended
the respective re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting. The
Nominating Committee also assessed the training needs of the Directors to enhance their competencies and ensure that
they are kept abreast of all regulatory changes and developments in the business environment.
(ii) Directors’ Remuneration
The Board is of the view that remuneration guidelines for Directors, formulated by drawing upon the wealth of experience
of all Directors on the Board, would be more effective and, therefore, a Remuneration Committee is currently not
required. Consequently, this role is performed by the Board as a whole, when necessary.
In essence, the key principles and procedures in remunerating executive employees below Board level are also
applicable to the Executive Directors. The remuneration policy of the Group seeks to attract and retain as well as to
motivate employees of all levels to contribute positively to the Group’s performance.
The guidelines on bonus in respect of financial year ended 31 December 2014 and annual increment for 2015 in
respect of executive employees of the Group were recommended for the Board’s approval by the Management. The
quantum of the annual performance bonus was dependent on the operating results of the Group, taking into account
the prevailing business conditions. The same guidelines were also applied to the Executive Directors.
The remuneration of Non-Executive Directors is determined by the Board as a whole. The aggregate Directors’ fee shall
not exceed RM450,000 per annum, as approved by shareholders of the Company on 23 May 2012. The Non-Executive
Directors did not participate in the discussion of their remuneration.
CORPORATE GOVERNANCE STATEMENT
