Wah Seong Corporation Berhad Annual Report 2021 62 t. To review the participation of women in Senior Management to ensure that there is a healthy talent pipeline; and u. Generally, to decide and implement such other matters as may be delegated by the Company’s Board of Directors from time to time. xii. Independent Director Pursuant to Paragraph 1.01 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), an independent director is one who:- (i) is not an executive director of the Company or its related corporation (“Corporation”); (ii) is not, and has not been within the last 3 years, an officer (except as an independent director) of the Corporation. For this purpose, “officer” has the meaning given in Section 2 of the Companies Act 2016 and it includes any director, secretary or employee of the Corporation; (iii) is not a major shareholder of the Corporation; (iv) is not a family member of any executive director, officer or major shareholder of the Corporation; (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 Securities 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 Securities from time to time. xiii. Succession Planning for Board and Key Officers The NC shall develop an effective succession planning framework, talent management program, and human capital development process for the Board and the key officers of the Company. The NC shall oversee the succession planning for the Board members and the key officers. xiv. 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 of NC was last reviewed by the Board of Directors on 24 February 2022 and is available on the Company’s website at www.wahseong.com. 4. BOARD DIVERSITY The Diversity Policy was established on 27 November 2018, and was last reviewed by the Board on 24 February 2022 whereby the NC is 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. NOMINATION COMMITTEE
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