1. MEMBERS AND MEETING Members and details of attendance of Directors at the Remuneration Committee (“RC”) Meeting of the Company for the financial year ended 31 December 2022 are as follows:- Name of Director Directorship Date of Appointment No. of Meeting Attended Tan Sri Saw Choo Boon (Chairman) Independent Non- Executive Director 25 February 2019 4/4 Halim Bin Haji Din (Member) Independent Non-Executive Director 22 May 2002 4/4 Tan Sri Professor Lin See Yan (Member) Senior Independent Non-Executive Director 25 August 2014 4/4 2. ROLE OF THE RC The RC shall set the policies and procedures to determine the remuneration of the Company’s Board of Directors and Senior Management, drawing from outside advise as necessary with the objective of ensuring:- a. that the Company’s Directors and Senior Management are fairly rewarded for their individual contributions to the Company’s overall performance; b. that the levels of remuneration are sufficient to attract and retain the Directors and Senior Management needed to run the Company successfully; c. that the levels and composition of remuneration of Senior Management take into account the Company’s intention to attract and retain the right talents to drive the Company’s long-term objectives; and d. that the levels of remuneration for Directors and Senior Management are based on the Company’s performance in managing material sustainability risks and opportunities. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman should be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration. 3. TERMS OF REFERENCE i. Composition The RC shall be headed by a Non-Executive Chairman and its members shall comprise exclusively of NonExecutive Directors, a majority of whom are independent. The Chairman of the Board does not serve on the RC to ensure check and balance as well as objective review by the Board. The Chairman of the Board does not participate by way of invitation in the RC meetings. ii. Quorum of Meetings A minimum of two (2) RC Members present in person shall constitute the quorum. Any other person(s) may be invited or determined by the RC and/or the RC Chairman from time to time to attend the RC meeting. iii. RC Members The RC Members are as disclosed above. REMUNERATION COMMITTEE Wah Seong Corporation Berhad Annual Report 2022 58
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