xii. Roles and Functions of the NC Without prejudice to the generality of the foregoing, the NC shall:- a. Determine the core competencies and skills required of Board members to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies; b. 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 including its effectiveness in promoting a diverse Board composition which includes appropriate number of woman Director(s), as required under the MMLR of Bursa Malaysia Securities Berhad (“Bursa Securities”) and in addressing the Group’s material sustainability risks and opportunity; c. Review the size of Non-Executive participation, Board balance and determine if additional Board members are required and also to ensure that at least one-third (1/3) of the Board is independent; d. To assess the independency of the Independent Directors; e. Recommend to the Board on the appropriate number of Directors to compose the Board which should fairly reflect the investments of the minority shareholders in the Company, and whether the current Board representation satisfies this requirement; f. Recommend to the Board, candidates for directorships to be filled by the shareholders or the Board; g. 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; h. Consider utilizing independent sources in the event suitable candidates could not be sourced from recommendations; i. Recommend to the Board, Directors to fill the seats on Board Committees; j. Undertake an annual review of the required mix of skills and experience and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this forthwith in every Annual Report; k. Assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the NC annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the contributions of each individual Director; l. Introduce any regulation which would enable the smooth administration and effective discharge of the NC’s duties and responsibilities; m. To furnish a report to the Board of any findings of the NC; n. To recommend to the Board for continuation or discontinuation in service of Directors as an Executive Director or Non-Executive Director; o. To recommend Directors who are retiring by rotation to be put forward for re-election; p. To recommend to the Board the employment of the services of such advisers as it deems necessary to fulfill the Board’s responsibilities; q. To review the term of office and performance of the Audit Committee and each of its member annually; r. To review the appointment and termination of key officers of the Group as follows:- Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Group Company Secretary; NOMINATION COMMITTEE Annual Report 2022 Wah Seong Corporation Berhad 63
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