The primary objectives of the NRC are to assist the Board in fulfilling its responsibilities in relation to the nomination and remuneration matters as follows:

1. Nomination Functions
   • To review and assess the size, composition and diversity of the Board and Board Committees (“BC”) of KPS Berhad, including the required mix of skills, knowledge, experience, and other qualities for the Board to function effectively.
   • To identify, assess and recommend the appointment of the Director to the Board and BC of KPS Berhad and as a Board Representative (“BR”) of KPS Berhad in the Board of subsidiaries and/or associates of KPS Berhad.
   • To identify, assess and recommend the appointment of a Director who is an independent expert with experience and relevant expertise (subject matter expert) as a BR in the subsidiaries and/or associates of KPS Berhad.
   • To identify, assess and recommend the executive appointment of a Managing Director/Group Chief Executive Officer (“MDGCEO”) or Chief Executive Officer (“CEO”) of KPS Berhad.
   • To review and assess the prospective candidates for the Head of Subsidiary (“HOS”) position proposed by the Management of KPS Berhad and recommend the appointment of such HOS for the subsidiary’s Board approval.
   • To ensure appropriate evaluation of the Board as a whole, BC, and each individual Director of KPS Berhad on an annual basis or in accordance with the prevailing regulations on Board evaluation.
   • To ensure orderly succession planning of the Board and Senior Management at KPS Berhad and its subsidiaries (“KPS Berhad Group”).
2. Remuneration Functions
   • To review and recommend to the Board the remuneration framework and packages for the Non-Executive Directors (“NEDs”), including the Non-Executive Chairman and the MD/GCEO or the CEO of KPS Berhad.
   • To ensure that the MD/GCEO or the CEO (where the CEO is not a director of the Company) of KPS Berhad is fairly rewarded for his/her performance as well as encourage him/her to act in ways that enhance the Company’s long-term profitability, sustainability and value.
   • To set the policy and/or guidelines on the remuneration framework, including reviewing and making recommendations to the Board on the remuneration of the Directors, Senior Management and Employees of KPS Berhad.
   • To ensure that the remuneration benefits are determined based on the Directors’ and Senior Management’s merit, qualifications, and competence while considering the Company’s operating results, individual performance, and comparable market statistics.

Composition (Membership)

• Comprised of Non-Executive Directors (“NED”) and shall consist of not less than four (4) members of whom majority are Independent Directors (“INED”).
• Chairman of NRC shall be an INED or Senior INED.

Authority

• The NRC is authorised by the Board to obtain independent professional advice, as deemed necessary, to assist the NRC or any individual member of the NRC in the proper discharge of its roles, responsibilities, and duties at the expense of the Company.
• The NRC has full and unrestricted access to the Human Resource Development Department and/or Secretarial Department, including, without limitation, its records, properties, and personnel in the Company, to obtain any information relevant to its purpose pertaining to the KPS Berhad.

Roles & Responsibilities

• The Board has ultimate responsibility for nomination and remuneration matters of the Company. As a sub-committee of the Board, the NRC is responsible to the Board to review, appraise and recommend any matter within its Terms of Reference. Details of responsibilities as per the TOR of the NRC.

Meetings and Quorum

• Meetings shall be at least three (3) times a year.
• Quorum – Any three (3) members.

• Introduction
• Constitution
• Objectives
• Composition (Membership)
• Authority
• Roles & Responsibilities
• The Secretary of the Committee
• Meetings & Quorum
• Reporting
• Ethics & Procedures
• Review of the Terms of Reference