The Board appoints its members through a formal process which is consistent with the Articles of Association of the Company. The Board has established the Nomination Committee to make recommendations on suitable candidates for appointment to the Board. Candidates recommended must be approved and appointed by the Board.
The Nomination Committee is responsible to ensure that the procedures for appointing new Directors are transparent and rigorous and that appointments are made on merit and against objective criteria for the purpose. This process also applies to Directors who seek re-election or re-appointment at the Company’s Annual General Meeting.
The Company does not have a term limit for the Directors as the Board believes that there are disadvantages to losing valuable contribution from Directors who have developed, over a period of time, valuable insight of the British American Tobacco Malaysia Group and its business. Their continued contribution provides benefits to the Board and the British American Tobacco Malaysia Group as a whole.
In evaluating the suitability of individual for Board membership, the Nomination Committee takes into consideration many factors, including whether the individual meets the requirements for independence as defined in the Listing Requirements, the individual’s general understanding of the Company’s business and market, the individual professional expertise and educational background and other factors that promote diversity of views and experience.
Re-election or re-appointment of Directors
The Board will recommend to shareholders that Executive and Non- Executive Directors be proposed for re-election or re-appointment at an Annual General Meeting, in accordance with the Articles and upon recommendation of the Nomination Committee after evaluating the performance of the individual Director.
The Board schedules at least four meetings in a year. The Company’s Board and Board Committee meetings are scheduled in the third quarter of the preceding year so as to enable the Directors to plan ahead and ensures that the scheduled Board and the Board Committee meetings are booked in their respective schedules.
Where any direction or decisions are required expeditiously or urgently from the Board between the regular meetings, special Board meetings are convened by the Company Secretary, after consultation with the Chairman. Where appropriate, decisions were taken by way of Directors’ Circular Resolution between scheduled and special meetings. Decisions of the Board are made unanimously or by a consensus.
The Board has a regular schedule of matters which are in the agenda and reviewed during the course of the year namely, the Managing Director’s Quarterly Reports, the Quarterly Unaudited Consolidated Results and recommendations made in the reports of the Audit Committee, Remuneration Committee and Nomination Committee.
Management employees or external advisors are invited to attend Board and Board Committees meetings to advise the Board and Board Committee members and furnish the members with information and clarification required on items on the agenda tabled to the Board and Board Committees to enable them to arrive at a considered decision.
All issues raised, discussions, deliberations, decisions and conclusions made at the Board and Board Committee meetings are recorded in the minutes of the Board and Board Committee meetings respectively. Where the Board or Board Committee is considering a matter in which a Director has an interest, the relevant Director abstains from deliberating on the subject matter. Minutes of all Board and Board Committee meetings are circulated to all Directors for their perusal and confirmation. The Directors may request for clarification or raise comments on the minutes prior to confirmation of the minutes.
Quality and access to information and independent advice
The Board has direct and unrestricted access to all information within the Company and is able to seek independent professional advice at the Company’s expense, if necessary. In carrying out their duties, the Board has direct and unrestricted access to the management of the Company. All Directors have individual access to the advice and services of the Company Secretary.
Supply of information
The Board and Board Committees receive up-to-date information for review in good time and ahead of each meeting, and the Company Secretary, under the direction of the Chairman, ensures the flow of information to the Board and Board Committees.
Board performance evaluation
The Board conducts a critical evaluation of its activities on an annual basis and evaluates the overall Board performance against criteria that the Board determines are important to its success. These include the Board’s composition, communication, effectiveness and responsibilities.