s. To review the appointment, re-appointment/re-election and resignation of Directors on the Board of the Company and of its subsidiaries, where necessary; t. To review the composition, quality, capacity, competencies and effectiveness of the Board of the subsidiaries, where necessary; u. To review the participation of women in Senior Management to ensure that there is a healthy talent pipeline; and v. Generally, to decide and implement such other matters as may be delegated by the Company’s Board of Directors from time to time. xiii. Independent Director An Independent Director is defined in the MMLR and the Malaysian Code on Corporate Governance (“MCCG”) as one who:- (i) is not, and has not been within the last 3 years, an officer of the Company or its related corporation (“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, but excludes a Director who has served as an Independent Director in any one or more of the Corporation for a cumulative period of less than 12 years as required by the MMLR effective on or after 1 June 2023; (ii) is not a major shareholder of the Corporation; (iii) is not a family member of any executive director, officer or major shareholder of the Corporation; (iv) is not acting as a nominee or representative of any executive director or major shareholder of the Corporation; (v) 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; (vi) 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; (vii) if the former audit partner of the external audit firm is proposed to be appointed as an Independent Director, he or she is required to observe a cooling-off period of at least three (3) years before being appointed as a member of the Audit Committee; or (viii) has not served as an Independent Director in any one or more of the Corporations for a cumulative period of more than 12 years from the date of his first appointment as an Independent Director as required by the MMLR effective on or after 1 June 2023. xiv. 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. xv. 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 23 February 2023 and is available on the Company’s website at www.wahseong.com. NOMINATION COMMITTEE Wah Seong Corporation Berhad Annual Report 2022 64
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