Wah Seong Corporation Berhad Annual Report 2020

52 WAH SEONG CORPORATION BERHAD (v) is not acting as a nominee or representative of any executive director or major shareholder of the Corporation; (vi) has not been engaged as an adviser by the Corporation, or is not presently a partner, director (except as an independent director) or major shareholder, of a firm or corporation which provides professional advisory services to the Corporation, under such circumstances as may be prescribed and varied by Bursa from time to time; or (vii) has not engaged in any transaction with the Corporation, or is not presently a partner, director or major shareholder, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the Corporation, under such circumstances as may be prescribed and varied by Bursa from time to time. xiii. 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 . 4. BOARD DIVERSITY With the establishment of the Diversity Policy by the Board which came into effect on 27 November 2018, the NC was tasked to review and assess the skills, expertise, experience, gender, age, ethnicity, time commitment and independence of its Directors to ensure their relevance and the efficiencies and effectiveness of the Board as a whole on an annual basis or as and when the need arises including its effectiveness in promoting a diverse Board composition which includes an appropriate number of woman Director(s). The Diversity Policy is available on the Company’s website at www.wahseong.com . 5. 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 2020 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 2020 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. NOMINATION COMMITTEE