1. MEMBERS AND MEETING Members and details of attendance of Directors at the Nomination Committee Meetings 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 Professor Lin See Yan (Chairman) Senior Independent Non-Executive Director 25 August 2014 3/3 Tan Jian Hong, Aaron (Member) Non-Independent Non-Executive Director 1 June 2021 3/3 Halim Bin Haji Din (Member) Independent Non-Executive Director 22 May 2002 3/3 Tan Sri Saw Choo Boon (Member) Independent Non-Executive Director 25 February 2019 3/3 2. ROLE OF THE NOMINATION COMMITTEE The Nomination Committee (“NC”) is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees as well as the Directors who are retiring by rotation to be put forward for re-election. The NC shall set the policy framework and:- a. Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after considering the candidates’:- - skills, knowledge, expertise and experience; - professionalism; - integrity; and - in the case of candidates for the position of Independent Non-Executive Directors, to evaluate the candidates’ ability to discharge such responsibilities/functions as expected from the Independent NonExecutive Directors. b. Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and within the bounds of practicability, by any other senior executive or any director or shareholder; c. Recommend to the Board, directors to fill the seats on Board Committees; d. Promote a diverse Board composition which includes at least one (1) women Director on the Board, as required under the Main Market Listing Requirements (“MMLR”); e. Review the participation of women in Senior Management to ensure there is healthy talent pipeline; and f. Oversee the effective succession planning, talent management and human capital development for the Board and key officers. 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. The Chairman of the Board does not serve on the NC to ensure check and balance as well as objective review by the Board. The Chairman of the Board shall not participate by way of invitation in the NC meetings. NOMINATION COMMITTEE Annual Report 2022 Wah Seong Corporation Berhad 61
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