Wah Seong Corporation Berhad Annual Report 2020

56 WAH SEONG CORPORATION BERHAD All Independent Directors act independently of the Management and do not participate in any business dealings and are not involved in any other relationship with the WSC Group that may impair their independent judgement and decision-making. Annual assessment on the independence of the Independent Directors is conducted annually. Practice 4.2 of the MCCG 2017 requires the tenure of an Independent Director to not exceed a cumulative term limit of nine (9) years. However, the Nomination Committee and the Board have duly assessed, determined and resolved that the Independent Non-Executive Directors of the Company namely Encik Halim Bin Haji Din and Professor Tan Sri Lin See Yan, who have served on the Board for more than twelve (12) years, to remain as Independent Directors based on the following justifications as well as contributions from Encik Halim Bin Haji Din and Professor Tan Sri Lin See Yan, as members of the Board and also members of the respective Board Committees: (i) they have fulfilled the criteria of independence as per the definition set out under Chapter 1 of the MMLR; (ii) they have the required skill sets, experience and expertise; (iii) they understand the Company’s industry well and are able to contribute to the effective oversight of the Company’s business activities while monitoring their independence; (iv) they have performed their duties diligently and provided independent judgements and balanced assessments hence ensured effective check and balance in the proceedings of the Board and the respective Board Committees; and (v) they have devoted sufficient time and attention to the duties and responsibilities as Independent Non- Executive Directors of the Company. Hence, the Board would table the ordinary resolutions to the shareholders at the forthcoming Twenty-First Annual General Meeting to retain the aforesaid Independent Directors. The Chairman of the Company and the Board is not an Independent Director. There are three (3) Independent Directors out of seven (7) Board members. The Board believes that its current Board composition provides the appropriate balance in terms of skills, knowledge and experience in creating, protecting and enhancing the interests and values of all shareholders and stakeholders and in overseeing the conduct of businesses and to properly run the WSC Group effectively. As the Chairman is also a shareholder who has substantial interest in the Company, he is well placed to act on behalf of shareholders and stakeholders and in their best interest and in providing Board leadership. The Board believes in recognising and retaining high performance, talented and dedicated Board members, Senior Management and workforce regardless of gender, ethnicity and age with the required merits, knowledge, experience, expertise, competencies, professionalism, integrity and ability in discharging their responsibility and capability in contributing to the Board and the organisation. Hence, the Board has established a Diversity Policy which came into effect on 27 November 2018. The Diversity Policy is available on the Company’s website at www.wahseong.com . The Board through the Nomination Committee will continuously evaluate suitable candidates for Independent Directors to form at least half of the Board to comply with Practice 4.1 of the MCCG 2017. However, the process should be exercised with due care and careful assessment has to be made based on merits, skills, knowledge, appropriate experience and time commitment to ensure that the candidates would be able to contribute to the effectiveness of the Board. Hence, the above process is also applicable in the selection and evaluation of suitable candidate for gender, ethnicity and age diversity on the Board. 1.4 Division of Roles and Responsibilities between the Chairman and the Managing Director/Chief Executive Officer The Board is led by Dato’ Seri Robert Tan Chung Meng as the Non-Independent Non-Executive Chairman and Mr Chan Cheu Leong as the Managing Director/Group Chief Executive Officer. CORPORATE GOVERNANCE OVERVIEW STATEMENT