Wah Seong Corporation Berhad Annual Report 2017

GOVERNANCE WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 39 3. TERMS OF REFERENCE (CONT’D) xi. Roles and Functions of the NC (cont’d) d. Recommend to the Board on the appropriate number of Directors to compose the Board which should fairly reflect the investments of the minority shareholders in the Company, and whether the current Board representation satisfies this requirement; e. Recommend to the Board, candidates for directorships to be filled by the shareholders or the Board; f. Consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder; g. Recommend to the Board, Directors to fill the seats on Board Committees; h. Undertake an annual review of the required mix of skills and experience and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this forthwith in every Annual Report; i. Assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the NC annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the contributions of each individual Director; j. Introduce any regulation which would enable the smooth administration and effective discharge of the NC’s duties and responsibilities; k. To furnish a report to the Board of any findings of the NC; l. To recommend to the Board for continuation or discontinuation in service of Directors as an Executive Director or Non-Executive Director; m. To recommend Directors who are retiring by rotation to be put forward for re-election; n. To recommend to the Board the employment of the services of such advisers as it deems necessary to fulfill the Board’s responsibilities; o. To review the term of office and performance of the Audit Committee and each of its member annually. p. To review the appointment and termination of key officers of the Group as follows:- - Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Group Company Secretary; q. To review the appointment and resignation of Directors on the Board of subsidiaries, where necessary; r. To review the composition, quality, capacity, competencies and effectiveness of the Board of the subsidiaries, where necessary; and s. Generally, to decide and implement such other matters as may be delegated by the Company’s Board of Directors from time to time. xii. Variation The above Terms of Reference may be determined and/or varied by the Company’s Board of Directors at any time and from time to time. The Terms of Reference including the roles and functions of the NC are available on the Company’s website at www.wahseong.com . NOMINATION COMMITTEE