Governance, Compliance and Risk Committee ii. Quorum of Meetings The contemporaneous linking together by electronic telecommunication media or audio-visual communication or wireless application protocol (“WAP”) of a minimum of two (2) GCRC members shall be deemed to constitute a meeting of the members wherever in the world they are on the day and time at which (using Malaysia time) the conference is held, as long as: (a) The quorum of members is met; (b) At the commencement of the meeting, each member acknowledges the presence of all the other members taking part and such participation shall be deemed to be presence in person; (c) Each of the member taking part is able to be heard and hear each of the subject as hereinafter mentioned throughout the meeting; (d) None of the members present at the commencement of the meeting leaves the meeting by disconnecting the electronic communication media, but the meeting shall be deemed to have been conducted validly notwithstanding that the electronic communication media or WAP used by any one or more of the members is accidentally disconnected during the meeting and provided that a quorum of members continues to be present and acts throughout during the period of disconnection. If at any time, a quorum of members is no longer present, the Chairman of the meeting shall declare that the meeting is adjourned but only after having given ample time for the relevant member(s) to re-join the meeting; and (e) All information and documents are made equally available to all participants prior to or during the meeting. Any other person(s) may be invited by the GCRC and/or the GCRC Chairman from time to time to attend the GCRC meeting. iii. GCRC Members The existing GCRC members are as disclosed above. iv. Majority Decision All decisions of the GCRC shall be decided on the votes of simple majority of the members present physically or virtually. Any decision or recommendation made by the GCRC shall be subject to the review and ultimate approval of the Company’s Board of Directors. 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 GCRC shall meet at least twice (2) a year or at such other frequency as the Chairman may determine. vii. Notice of Meetings Minimum seven (7) days or such shorter notice as the GCRC may deem fit depending on the nature and prevailing circumstances at hand. 117 Wasco Berhad
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