Committees

(A) NOMINATING COMMITTEE

TERMS OF REFERENCE
  1. PURPOSE
    The purpose of the Nominating Committee is to make recommendations to MICG’s Board of Governors (BoG) regarding the composition of the BoG and MICG’s committees and the formal assessment of each candidate prior to their appointment as a Governor or as a committee member, in accordance with the Institute’s Constitution.
  2. PRINCIPLES
    The Nominating Committee must be both transparent in the conduct of its mandate, while maintaining privacy and propriety in order to achieve respectful and equitable environment. The Nominating Committee may have engagements amongst its members and with appropriate external parties, always ensuring that confidentiality and discretion is maintained. The Nominating Committee should regularly (and at least annually) review and agree its objectives and methods with the BoG, including the criteria to be adopted during any nominations process, and report any significant issues that arise during that process.

    In making recommendations on appointments, the Nominating Committee is guided by the principle that the primary criterion for selection of nominees is the best person for the available position, taking into consideration factors such as leadership ability, experience, academic and professional qualifications, and other personal skills and attributes, together with any relevant issues of diversity in BoG or committee membership, the nature of MICG and industrial or geographic balance.
  3. RESPONSIBILITIES
    The Nominating Committee may request and receive any and all relevant information, whether from organisations, individuals or otherwise, that it considers appropriate to the proper conduct of its duties and responsibilities.

    The responsibilities of the Nominating Committee are to recommend to the BoG:

    a) New candidates to be elected to the BoG;
    b) Whether, upon expiry of the President’s term of office, the President should continue in office or another candidate should be proposed to become the President;
    c) According to the circumstances prevailing at the time, whether the Deputy President or the Vice President should continue in office or another candidate should be proposed to be elected to such office;
    d) Candidates to be proposed for the offices of President, Deputy President and Vice President;
    e) In the case of retiring Governor(s) at a forthcoming AGM, whether the individual should offer him/herself for re-election, together with an assessment of past performance against any relevant eligibility criteria previously established by the BoG;
    f) The composition of the committees, other than the BoG;
    g) The appointment of the chairs and deputy chairs to the committees, other than the BoG;
    h) Candidates for appointment to the Nominating Committee for approval by the Board;

    The Nominating Committee may recommend the removal of the President, Deputy President, Vice President, chair or member of the BoG or any committee for non-performance or other good cause as provided for in MICG’s Constitution.
  4. MEMBERSHIP
    The Nominating Committee is composed of the President or the Deputy President, and no less than two additional members appointed by the BoG, always provided that both the President and the Deputy President should not be members of the Nominating Committee at the same time.

    The Nominating Committee is required to consult with the BoG in terms of its own composition throughout the nominating process and recommend candidates to fill any vacancies on the committee for approval by the BoG. In doing so, the BoG is guided by the same principles as those described in Section 2 (PRINCIPLES) above.

    The Secretary of the Nominating Committee shall be the principal officer of the Institute, who shall be responsible also for obtaining all statutory or other declarations required by MICG’s Constitution in terms of the Presidency, Deputy Presidency, Vice President and membership of the BoG and committees. The Secretary of the Nominating Committee has speaking rights but not voting rights, and is not subject to any retirement or rotation requirements.
  5. MEETING PROCEDURES
    The Nominating Committee meetings are chaired by the Committee Chairperson, who shall be determined by the BoG from amongst the members of the Committee. For the purposes of a meeting, a quorum of 2 members, including the Committee Chairperson is required.

    Each member of the Nominating Committee has one vote. A simple majority of members present at a meeting, either in person or by simultaneous telecommunications link, is required for a decision, which includes recommendations for appointments to the BoG and committees and policies and processes related to the Nominating Committee’s responsibilities. In the case of an even number of votes, the chair has a casting vote.
  6. TIMING OF MEETING
    The meeting shall be held at least twice a year or as requested by Nominating Commiteee.

 

(B) EVENTS COMMITTEE

TERMS OF REFERENCE
  1. PURPOSE
    The purpose of the establishment of Events Committee is to make decisions within the limits of authority given by the BoG and report to the BoG on matters regarding events development and activities.
  2. COMPOSITION AND SIZE
    The Events Committee shall consist of minimum 2 members. The Director will also be invited as a member of the Events Committee.
  3. QUORUM
    The quorum for all Events Committee meetings (whether physical meeting or a meeting via audio or audio-visual conferences) shall be two members of the Events Committee. If within half an hour from the appointed time of holding the meeting, a quorum is not present, the meeting shall be adjourned to such other day to be agreed by all Events Committee members.
  4. SECRETARY
    The Secretary to the Events Committee, shall be the Director of MICG or her representative.
  5. DECISIONS
    All matters to be decided by the Events Committee shall be by a simple majority vote in the case of 3 members present. It will be unanimous decision if 2 members present. Any issues not resolved by the Events Committee shall be referred to the BoG for decision. A resolution in writing of the Events Committee members shall be valid and effectual as if it had been passed at a meeting of the Events Committee duly convened and held, if the resolution is signed by all the Events Committee members. All such resolutions passed shall be circulated to all the Events Committee members.
  6. TIMING OF MEETINGS
    The meeting shall be held at least twice a year or as requested by Events Committee.
  7. DUTIES AND AUTHORITY OF EVENTS COMMITTEE
    Within the authorities delegated to it by the BoG, the key tasks of the Events Committee are:
    a) Develop, promote and facilitate a yearly calendar of events;
    b) Develop the budget, timeline and select location ad plan logistics for each event agenda;
    c) Determine type and size of event, select location ad plan logistics;
    d) Identify, select and appoint speakers;
    e) Assess new ways to attract members to events and identify delegates benefits and services needed and priorities;
    f) Secure course description from presenter or speakers and to shape program contents;
    g) Collaborate with other organisations to meet mutual benefits, and develop a marketing plan to publicise events;
    h) Determine materials and services needed from outside vendors.

 

(C) MEMBERSHIP COMMITTEE

TERMS OF REFERENCE
  1. PURPOSE
    The purpose of the establishment of Membership Committee is to make decisions within the limits of authority given by the BoG and report to the BoG on matters regarding membership development and activities.
  2. COMPOSITION AND SIZE
    The Membership Committee shall consist of minimum 2 members. The Director will also be invited as a member of the Membership Committee.
  3. QUORUM
    The quorum for all Membership Committee meetings (whether physical meeting or a meeting via audio or audio-visual conferences) shall be two members of the Membership Committee. If within half an hour from the appointed time of holding the meeting, a quorum is not present, the meeting shall be adjourned to such other day to be agreed by all Membership Committee members.
  4. SECRETARY
    The Secretary to the Membership Committee, shall be the Director of MICG or her representative.
  5. DECISIONS
    All matters to be decided by the Membership Committee shall be by a simple majority vote in the case of 3 members present. It will be unanimous decision if 2 members present. Any issues not resolved by the Membership Committee shall be referred to the BoG for decision. A resolution in writing of the Membership Committee members shall be valid and effectual as if it had been passed at a meeting of the Membership Committee duly convened and held, if the resolution is signed by all the Membership Committee members. All such resolutions passed shall be circulated to all the Membership Committee members.
  6. TIMING OF MEETINGS
    The meeting shall be held at least twice a year or as requested by Membership Committee.
  7. DUTIES AND AUTHORITY OF MEMBERSHIP COMMITTEE
    Within the authorities delegated to it by the BoG, the key tasks of the Membership Committee are:
    a) Establish and implement membership drives;
    b) Recommend ideas, identify new member benefits and services needed for membership promotions and recruitments;
    c) Add value to a member’s relationship with the Institute by providing specialized events for members to attend and expand their professional knowledge and contacts;
    d) Review membership categories and annual subscription fees;
    e) Determine and implement methods to involve members in the Institute’s committees, programs and activities;
    f) Serve as the conduit for communication within the membership;
    g) Create and develop members’ column in website.

 

(D) TECHNICAL & EXTERNAL AFFAIRS COMMITTEE

TERMS OF REFERENCE
  1. PURPOSE
    The purpose of the establishment of Technical & External Affairs Committee (TEAC) is to make decisions within the limits of authority given by the BoG and report to the BoG on matters regarding technical and relationship with external parties as well as the MICG publications and website contents.
  2. COMPOSITION AND SIZE
    The TEAC shall consist of minimum 2 members. The Director will also be invited as a member of the TEAC.
  3. QUORUM
    The quorum for all TEAC meetings (whether physical meeting or a meeting via audio or audio-visual conferences) shall be two members of the TEAC. If within half an hour from the appointed time of holding the meeting, a quorum is not present, the meeting shall be adjourned to such other day to be agreed by all TEAC members.
  4. SECRETARY
    The Secretary to the TEAC, shall be the Director of MICG or her representative.
  5. DECISIONS
    All matters to be decided by the TEAC shall be by a simple majority vote in the case of 3 members present. It will be unanimous decision if 2 members present. Any issues not resolved by the TEAC shall be referred to the BoG for decision. A resolution in writing of the TEAC members shall be valid and effectual as if it had been passed at a meeting of the TEAC duly convened and held, if the resolution is signed by all the TEAC members. All such resolutions passed shall be circulated to all the TEAC members.
  6. TIMING OF MEETINGS
    The meeting shall be held at least twice a year or as requested by TEAC.
  7. DUTIES AND AUTHORITY OF TEAC
    Within the authorities delegated to it by the BoG, the key tasks of the TEAC are:
    a) To oversee Technical Corporate Governance matters including giving feedback and comments on surveys, questionaires etc;
    b) To build and maintain working relationship or alliances with key stakeholders;
    c) To oversee the MICG website and appropriateness and relevance of its content;
    d) To oversee the MICG social media sites (if any);
    e) To manage the relationship with the press media;
    f) To approve MICG publications;
    g) Any other duties as assigned by BoG.

©2016 Malaysian Institute of Corporate Governance (458959-M). All Rights Reserved.