137 Corporate Governance NOMINATION AND REMUNERATION COMMITTEE REPORT In compl i ance wit h Paragraph 15.08A of t he Ma i n Market L i st i ng Requ i rements (MMLR) of Bursa Malays i a Secur i t i es Berhad (Bursa Secur i t i es) , t he Nom i nat i on Comm i ttee (NC) and Remunerat i on Comm i ttee (RC) were establ i shed on 6 May 2011. Ef fect i ve 1 January 2013 , t he NC and RC were comb i ned and became t he Nom i nat i on and Remuneration Comm i ttee (NRC). A. COMPOSITION The NRC comprises of 3 members, all of whom are Non- Executive Directors, and a majority of them are Independent Directors, which complies with the requirements of the Malaysian Code on Corporate Governance 2017 (MCCG 2017). The members are as follows : CHAIRPERSON • Datuk Nasarudin Md Idris Independent Non-Executive Director (Appointed as member on 20 April 2017 and Re- designated as Chairman on 1 September 2017) • Dato’ Halipah Esa Independent Non-Executive Director (Retired on 20 April 2017) MEMBERS • Lim Beng Choon Independent Non-Executive Director (Appointed on 1 September 2017) • Mohd Yusri Mohamed Yusof Non-Independent Non-Executive Director (Appointed on 7 December 2017) • Dato’ Kalsom Abd. Rahman Independent Non-Executive Director (Retired on 20 April 2017) • Mohamed Firouz Asnan Non-Independent Non-Executive Director (Resigned on 1 December 2017) B. TERMS OF REFERENCE (TOR) The NRC is governed by the TOR and the TOR is consistent with the requirements of MMLR and the MCCG 2017. In 2017, WKH 15& 725 ZDV UHYLVHG WR UHŴHFW WKH QHZ UHFRPPHQGHG practices in the MCCG 2017. The functions of the NRC include : • To assess and recommend to the Board the appointment of new Board members and new Board Committee members; • To conduct annual review of the Board’s required mix of skills and experience and other qualities, including core competencies which non-Executive Directors and President/Group CEO should bring to the Board; • To implement a formal process for assessing the effectiveness of the Board as a whole, the Board Committees and also the contribution of each individual Director to the effective decision making of the Board, through an evaluation process; • To make recommendations to the Board on the appointment and extension of President/Group CEO and/or Senior Management’s employment; and • To recommend to the Board the remuneration and compensation to the Non-Executive Directors, the President/Group CEO, Senior Management and the salary increment and bonus quantum for the Company. The TOR of the NRC is available on the Company's website at www.misc.com.my .