Wah Seong Corporation Berhad Annual Report 2018

4. Retention of Independent Non-Executive Directors of the Company in accordance with the Malaysian Code on Corporate Governance 2017 (i) Halim Bin Haji Din The Board has assessed the independence of Halim Bin Haji Din, who has served the Company for more than sixteen (16) years, and recommended that he continues to act as an Independent Non-Executive Director of the Company based on the following justification: (a) He has met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. (b) He has performed his duties diligently and in the best interest of the Company and has provided independent judgement, broader views and balanced assessments to the proposals from the Management with his diverse experience and expertise. (c) His vast experience in the accounting, finance, corporate recovery and audit enables him to provide the Board with a diverse set of experience, expertise and independent judgement. (d) He understands the Company’s industry well and is able to contribute to the effective oversight of the Company’s business activities. (e) He consistently challenges the Management in an effective and constructive manner. (f) He maintains his independence where management oversight and monitoring are concerned in the execution of the Company’s strategic plans. (ii) Professor Tan Sri Lin See Yan The Board has assessed the independence of Professor Tan Sri Lin See Yan, who has served the Company for more than fourteen (14) years, and recommended that he continues to act as an Independent Non-Executive Director of the Company based on the following justification: (a) He has met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. (b) He has performed his duties diligently and in the best interest of the Company and has provided independent judgement, broader views and balanced assessments to the proposals from the Management with his diverse experience and expertise. (c) His vast experience in the banking and finance industry coupled with his economics and corporate background enables him to provide the Board with a diverse set of experience, expertise and independent judgement. (d) He understands the Company’s industry well and is able to contribute to the effective oversight of the Company’s business activities. (e) He consistently challenges the Management in an effective and constructive manner. (f) He maintains his independence where management oversight and monitoring are concerned in the execution of the Company’s strategic plans. 5. Special Resolution Proposed Adoption of New Constitution of the Company The Proposed Adoption of the new Constitution of the Company is to be in line with the recent amendments to the Companies Act, 2016 and the Main Market Listing Requirement of Bursa Malaysia Securities Berhad and other prevailing statutory or regulatory requirements which have been revised and where relevant, to render consistency throughout. Please refer to Part C of the Circular to Shareholders dated 16 April 2019, which is enclosed and despatched together with the Annual Report 2018, for information pertaining to the Special Resolution. NOTICE OF NINETEENTH ANNUAL GENERAL MEETING WAH SEONG CORPORATION BERHAD 188