Functions and duties of nominating committee
4.—(1)  The nominating committee shall identify candidates and review all nominations, whether by any director, shareholder or otherwise, for the appointment or reappointment of —
(a)members of the board of directors; and
(b)the chief executive officer (or such other designation by which a person acting in that capacity is known).
(2)  The nominating committee shall determine the criteria for identifying candidates and reviewing nominations for the appointments or reappointments referred to in sub-paragraph (1).
(3)  The criteria, referred to in sub-paragraph (2), shall include the following:
(a)the board of directors shall comprise a majority of Singapore citizens or permanent residents of Singapore;
(b)not more than half in number of the members of the board of directors shall be —
(i)executive directors of the transferee holding company or any related corporation;
(ii)a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the transferee holding company or of any related corporation; or
(iii)any person having a relationship which, in the opinion of the nominating committee, would or is likely to interfere with the exercise of independent judgment by a person for the purposes of carrying out the functions of a director; and
(c)the candidate shall be a fit and proper person to hold such office, and the most qualified candidate nominated for the office, taking into account the candidate’s track record, age, experience, capabilities and other relevant factors.
(4)  The transferee holding company shall submit to the Authority the curricula vitae of the candidates for the positions of —
(a)the chairman of the board of directors; and
(b)the chief executive officer (or such other designation by which a person acting in that capacity is known),
of the transferee holding company, and shall obtain the prior written approval of the Authority for the appointment or reappointment of any of the candidates for these positions.
(5)  The transferee holding company shall maintain records of the deliberations and proceedings of the nominating committee, and shall produce these records to the Authority forthwith upon request.
(6)  In this paragraph —
“director” includes a substitute or alternate director;
“executive director” means a person who is an employee of, or holds any other office of profit in, the transferee holding company or any subsidiary or associated company in conjunction with his office of director of any such company;
“related corporation” has the same meaning as in section 6 of the Companies Act (Cap. 50);
“subsidiary” has the same meaning as in section 5 of the Companies Act.