Wah Seong Corporation Berhad Annual Report 2019

201 ANNUAL REPORT 2019 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 seventeenth (17) 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 over-sight 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 over-sight 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 fifteenth (15) 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 over-sight 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 over-sight and monitoring are concerned in the execution of the Company’s strategic plans. 5. Special Resolution Proposed Amendment to the Company’s Constitution The existing Clause 89 be deleted in its entirety and be replaced with the following new Clause 89:- Existing Clause 89 All business that is transacted at any Extraordinary General Meeting and an Annual General Meeting shall be deemed special, with the exception of the receipts, consideration and adoption of the profit and loss account, the balance sheet and group account (if any) of the Company and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the declaration of dividends, the election of Directors and other officers in the place of those retiring and the appointment of, the fixing of remuneration of Directors fees and the re-appointment of the Auditors and the fixing of their remuneration. New Clause 89 All business that is transacted at any Extraordinary General Meeting and an Annual General Meeting shall be deemed special, with the exception of the tabling of the profit and loss account, the balance sheet and group account (if any) of the Company and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; the declaration of dividends; the election of Directors and other officers in the place of those retiring and the appointment of new Director(s); the fixing of remuneration of Directors such as the Directors’ Fees and Meeting Allowances; and the re-appointment of the Auditors and the fixing of their remuneration. The Proposed Amendment to the Company’s Constitution are to be in line with the Companies Act, 2016. NOTICE OF TWENTIETH ANNUAL GENERAL MEETING