Wah Seong Corporation Berhad Annual Report 2017

GOVERNANCE WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 40 4. BOARD’S EFFECTIVENESS ASSESSMENT The NC conducted an annual assessment of the Board’s effectiveness as a whole and the contribution of each individual Director in respect of the financial year ended 31 December 2017 using a set of customised self-assessment questionnaires to be completed by the Directors. The results of the self-assessment by Directors and the Board’s effectiveness as a whole as compiled by the Group Company Secretary were tabled to the Board for review and deliberation. The Board was satisfied with the results of the annual assessment and that the current size and composition of the Board is appropriate and well-balanced with the right mix of skills with the Board composition comprising individuals of high calibre, credibility and with the necessary skills and qualifications to enable the Board to discharge its responsibility effectively. Assessment was also conducted on the Board Committees’ effectiveness based on a set of questionnaires to be completed in respect of the financial year ended 31 December 2017 and the NC was pleased with the outcome of the said assessment. The NC was satisfied with the existing Board composition with regards to the mix of skills, experience, expertise and independence in meeting the required needs of the Company taking into consideration the gender diversity and ethnicity of the members of the Board. The Board is supported by the core Management team having the relevant and appropriate qualifications, experience and competencies in their respective roles and functions. 5. INDEPENDENCE ASSESSMENT OF THE INDEPENDENT DIRECTORS In line with the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”), the NC had conducted an independence assessment of the Independent Directors in respect of the financial year ended 31 December 2017 and the NC was satisfied with the results whereby all the Independent Directors fulfilled the criteria for an Independent Director as prescribed under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. In conjunction with the above assessment, the NC considered and recommended to the Board of Directors the following appointments of Directors at the forthcoming Eighteenth Annual General Meeting of the Company:- (i) Professor Tan Sri Lin See Yan (ii) En. Halim Bin Haji Din All whom have served as Independent Non-Executive Directors of the Company for a cumulative terms of more than twelve (12) years, to continue to act as Independent Non-Executive Directors of the Company. 6. APPOINTMENT OF A NEW INDEPENDENT NON-EXECUTIVE DIRECTOR The NC had reviewed the profile, expertise, knowledge and experience of Tan Sri Saw Choo Boon and unanimously concurred that Tan Sri Saw fits the criteria for the position as an Independent Non-Executive Director of the Company. In addition, Tan Sri Saw, also complies with the criteria of an Independent Director as defined under Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Tan Sri Saw who was appointed on 6 April 2018 shall retire pursuant to Article 117 of the Company’s Constitution pertaining to the appointment of an additional Director and shall be eligible for re-election at the Eighteenth Annual General Meeting of the Company. 7. REVIEW OF THE AUDIT COMMITTEE Pursuant to Paragraph 15.20 of Chapter 15 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the NC had conducted a review of the terms of office and performance of the Audit Committee and each of the members annually and was of the opinion that the Audit Committee and each of the members have carried out their duties in accordance with their Terms of Reference. NOMINATION COMMITTEE