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. The Director(s) concerned should abstain from discussion on their own nomination. 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. Directors’ Fit and Proper Policy The Directors’ Fit and Proper Policy was established on 23 May 2022 to guide the NC, the Managing Director/ Group Chief Executive Officer and Deputy Managing Director in the appointment and re-appointment/ re-election of Directors, Chief Executive Officers and Chief Financial Officer of WSC Group based on a list of fit and proper criteria. The terms of the Directors’ Fit and Proper Policy are reviewed and updated from time to time to ensure that they are relevant and in line with the requirements of all relevant acts, rules and guidelines currently in force. The Directors’ Fit and Proper Policy is available on the Company’s website at www.wahseong.com. xi. 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 Wah Seong Corporation Berhad Annual Report 2022 62
RkJQdWJsaXNoZXIy NDgzMzc=