Terms of Reference of Nomination Committee

RESPONSIBILITIES

Nomination Committee (NC) shall, within the limits of the policy determined and powers delegated by the Board of Directors (Board or Directors) of IGB REIT Management Sdn Bhd (the Manager of IGB REIT), be responsible for considering and recommending to the Board candidates for directorships in the Manager 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, and each individual Director 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.

MEMBERSHIP

(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 (NC Chair), 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 annually via the Board Committee Assessment.

PROCEEDINGS

(a) NC shall meet at least once a year and at other times, as it considers necessary.

(b) A quorum for NC meeting is two members, of which one shall be an INED.

(c) NC members may attend meetings in person or by electronic means. Decisions may be made by circular or written resolution.

(d) Only members of NC and Company Secretary (who acts as secretary to NC) have the right to attend NC meetings. NC may invite other individuals to attend all or part of any meeting of NC which it considers appropriate.

(e) If NC Chair is unable to attend a NC meeting, the members present may elect one of them to act as Chair at that meeting.

(f) A motion shall be passed by a simple majority of votes cast in favour by NC members present and eligible to vote; or resolution in writing signed by at least three quarters of NC members eligible to vote and will be deemed to have been passed at the time at which the last required NC member signs the document.

REPORTING

NC Chair shall report to the Board on the proceedings and resolutions of the meeting. Minutes of NC meetings shall be circulated to all Board members once approved. NC shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

ACCESS

(a) NC shall have full and unrestricted access to information and records of the Manager.

(b) NC may seek independent professional advice, and secure the attendance of such advisers if it considered necessary.

REVIEW

(a) NC shall review annually its terms of reference (ToR) to ensure new facts and circumstances and evolving corporate governance issues are addressed and best practices are incorporated. Any amendment to the ToR must be approved by the Board.

(b) NC shall undertake an evaluation of its performance and effectiveness on an annual basis and report to the Board on the outcome of the review.

This NC’s TOR is last reviewed on 8 November 2017