Wah Seong Corporation Berhad Annual Report 2021 60 3. TERMS OF REFERENCE i. Composition The NC shall be chaired by an independent Director and its members shall comprise exclusively of NonExecutive Directors, a majority of whom are independent. ii. Quorum of Meetings A minimum of two (2) NC Members present in person shall constitute the quorum. Any other person(s) may be invited by the NC and/or the NC Chairman from time to time to attend the NC meeting. iii. NC Members The existing NC Members are as disclosed above. iv. Majority Decision All decisions of the NC shall be decided on the votes of the simple majority of those Members present. Any decision or recommendation made by the NC shall be subject to the review and ultimate approval of the Company’s Board of Directors. v. Casting Vote In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote. vi. Frequency of Meetings The NC shall meet at least annually or at such other frequency as the Chairman may determine. vii. Notice of Meetings Minimum seven (7) days or such shorter notice as the NC may deem fit depending on the nature and prevailing circumstances at hand. viii. Secretary The Group Company Secretary shall be the Secretary for the NC. In the event that the Group Company Secretary is unable to attend, an assistant or deputy Secretary may be appointed for that specific meeting. ix. Minutes of Meetings The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall table the Minutes of each NC Meeting and shall circulate the same for each Members’ record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat. The Chairman shall report on the outcome and decision of each meeting to the Board. x. Roles of the Chairman of NC The Chairman of the NC shall lead the succession planning and appointment of Directors and oversee the development of a diverse pipeline for board and management succession, including the future Chairman, Executive Directors and Chief Executive Officer. The Chairman shall also lead the annual review of board effectiveness, ensuring that the performance of each individual Director and Chairman of the Board Committee are independently assessed. The Chairman shall also assess the Board’s effectiveness and the contribution of each individual Director independently in the discharge of their duties and responsibilities. NOMINATION COMMITTEE
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