Nomination
Committee
1. MEMBERS AND MEETINGS
Members and details of attendance of Directors at the Nomination Committee Meetings of the Company for the financial year ended 31 December 2014 are as follows:
Name of Directors
Directorship
Date of Appointment
No. of Meetings
Attended
Dato’ Seri Robert Tan Chung Meng (Chairman)
Non-Independent Non-Executive Chairman
22 May 2002
2/2
Tan Sri Ab Rahman Bin Omar (Member)
Independent Non-Executive Director
1 October 2003
(Cessation of office on 20 June 2014)
0/1
Halim Bin Haji Din (Member)
Independent Non-Executive Director
22 May 2002
2/2
Professor Tan Sri Lin See Yan (Member)
Senior Independent Non-Executive Director
25 August 2014
1/1
2.
ROLE OF THE NOMINATION COMMITTEE (“NC”)
The NC is responsible for assessing and making recommendations on any new appointments to the Board and its various Committees.
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 Independent Non-Executive 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; and
c.
Recommend to the Board, directors to fill the seats on Board Committees.
The actual decision as to who shall be nominated shall be the responsibility of the full Board after considering the NC’s recommendations.
The individuals concerned should abstain from discussion of their own nomination.
3.
TERMS OF REFERENCE
i. Composition
The NC shall be headed by a Non-Executive Chairman and its members shall comprise exclusively of Non-Executive Directors, a majority of whom are independent.
ii. Quorum of Meetings
A minimum of two (2) NC Members present in person shall constitute the quorum.
iii. NC Members
The NC Members are as disclosed above.
Any other person(s) may be invited by the NC and/or the NC Chairman from time to time.
25
Wah Seong Corporation Berhad • Annual Report 2014
