The Nomination and Corporate Governance Committee reports to the Board of Directors, which approves its Terms of Reference. The Nomination and Corporate Governance Committee Terms of Reference define its purpose and responsibilities, how it is formed, how often it convenes and how it is assessed.
Role and responsibilities
The Nomination and Corporate Governance Committee assesses the Board of Directors. Specifically it:
- Guides the appointment of the Board and Committee members.
- Assesses the knowledge, skills and experience of the Board members.
- Identifies, recommends and nominates new members.
- Reviews the adequacy, efficiency and effectiveness of the BoD.
- Oversees the corporate governance framework of the Group and ensures that it is consistent with the regulatory framework and best practice.
It also is responsible for appointing, replacing and dismissing senior executives, General Manager level or higher, and the heads of the Risk General Divisions.
The Nomination and Corporate Governance Committee convenes at least 2 times a year.
Appointment and office term
The Nomination and Corporate Governance Committee consists of members appointed by the Board of Directors.
The Committee consists of:
- 3 Independent Non-Executive Directors of the BoD. One of them serves as Committee Chairman.
- 2 Non-Executive Directors of the BoD. One of them serves as HFSF Representative (HFSF). The HFSF appoints its observer on the Nomination Committee in compliance with the provisions of the Relationship Framework Agreement (RFA).
The tenure of NomCo members coincides with the tenure of the Board, with the option to renew their appointment, but in any case the service in NomCo should not be more than nine (9) years in total.