(a) NC shall be members of, and appointed by, the Board of Directors (Board or Directors) of IGB REIT Management Sdn Bhd (the Manager of IGB REIT), 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 composition of NC, including members’ tenure, performance and effectiveness as well as their accountability and responsibilities, shall be assessed annually via the annual board-performance assessment.
NC shall, within the limits of the policy determined and powers delegated by the Board of the Manager, be responsible for considering and recommending to the Board candidates for directorships in the Manager and Directors to fill seats on the Board Committees (BCs); conducting annual review of the Board’s structure, size and composition (including the required mix of skills, experience, diversity and other qualities), the performance of the Board, BCs, and individual Director assessing the independence status of Independent Non-Executive Directors; and presenting its assessment to the Board for final determination; overseeing the Board’s succession planning; and reviewing and recommending suitable orientation and training programmes for the Board.
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.
This NC’s ToR is last reviewed and updated on 25 October 2018