Nomination Committee Terms of Reference

1. MEMBERSHIP

   The Nomination Committee comprises two (2) members. The members are:

   1. Chin Kwai Fatt – Chairman of Nomination Committee
      (Senior Independent Non-Executive Director)
   2. Dato’ Ismail Bin Karim
      (Independent Non-Executive Director)

   The Secretary of the Committee is Ms Chay Siew Kim.

2. TERMS OF REFERENCE
   1. To develop, maintain & review the criteria to be used in the recruitment process and annual assessment of directors including independence of independent directors and boardroom diversity.
   2. To select and assess the suitability of candidates for appointment as Board Members of DIALOG Group Berhad (“DGB”) forwarded by chief executive officers, senior executive, any director or shareholder.
   3. To recommend to the Board the appointment of new members to the DGB Board.
   4. To recommend to the Board the members of any committees proposed to be established by the Board.
   5. To review the Board’s succession plans and development programmes.
   6. To annually assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual director.
   7. To annually review the required mix of skills, diversity, experience and other qualities of the Board members and independence of independent directors.
   8. To consider and recommend any other measures to enhance the effectiveness of the DGB Board.

Updated on 17 November 2022