Wah Seong Corporation Berhad Annual Report 2017

GOVERNANCE WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 38 3. TERMS OF REFERENCE (CONT’D) iii. NC Members The existing NC Members are as disclosed above. iv. Majority Decision All decisions of the NC shall be decided on the votes of the simple majority of those Members present. Any decision or recommendation made by the NC shall be subject to the review and ultimate approval of the Company’s Board of Directors. v. Casting Vote In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote. vi. Frequency of Meetings The NC shall meet at least annually or at such other frequency as the Chairman may determine. vii. Notice of Meetings Minimum seven (7) days or such shorter notice as the NC may deem fit depending on the nature and prevailing circumstances at hand. viii. Secretary The Group Company Secretary shall be the Secretary for the NC. In the event that the Group Company Secretary is unable to attend, an assistant or deputy Secretary may be appointed for that specific meeting. ix. Minutes of Meetings The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall table the Minutes of each NC Meeting and shall circulate the same for each Member’s record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat. The Chairman shall report on the outcome and decision of each meeting to the Board. x. Roles of the Chairman of NC The Chairman of the NC shall review the succession plans for key officers of the Group including the future Chairman and Chief Executive Officer. The Chairman shall also assess the Board’s effectiveness and the contribution of each individual Director independently in the discharge of their duties and responsibilities. xi. Roles and Functions of the NC Without prejudice to the generality of the foregoing, the NC shall: a. Determine the core competencies and skills required of Boardmembers to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies; b. Review the size of Non-Executive participation, Board balance and determine if additional Board members are required and also to ensure that at least one-third (1/3) of the Board is independent; c. To assess the independency of the Independent Directors; NOMINATION COMMITTEE