Wah Seong Corporation Berhad Annual Report 2019

49 ANNUAL REPORT 2019 NOMINATION COMMITTEE xii. 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 2019 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 2019 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. 6. INDEPENDENCE ASSESSMENT OF THE INDEPENDENT DIRECTORS In line with the Malaysian Code of 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 2019 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 the 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 Twentieth Annual General Meeting of the Company:- (i) Professor Tan Sri Lin See Yan (ii) Encik 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.