Nomination
Committee
k.
To recommend to the Board for continuation or discontinuation in service of Directors as an Executive Director or Non-Executive Director;
l.
To recommend Directors who are retiring by rotation to be put forward for re-election;
m. To recommend to the Board the employment of the services of such advisers as it deems necessary to fulfill the Board’s responsibilities;
n. 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;
o.
To review succession plans for key officers of the Group;
p.
To review the appointment and resignation of Directors on the Board of subsidiaries, where necessary;
q.
To review the composition, quality, capacity, competencies and effectiveness of the Board of the subsidiaries, where necessary; and
r.
Generally, to decide and implement such other matters as may be delegated by the Company’s Board of Directors from time to time.
xi. 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.
4. BOARD’S EFFECTIVENESS ASSESSMENT
The NC conducted an annual assessment of the Board’s effectiveness as a whole and the contribution of each individual Directors in respect of the financial year ended
31 December 2014 using a set of customised self-assessment questionnaires to be completed by the Directors. The results of the self-assessment by Directors and the
Board’s effectiveness as a whole as compiled by the Company Secretary were tabled to the Board for review and deliberation.
The Board was satisfied with the results of the annual assessment and that the current size and composition of the Board is appropriate and well-balanced with the
right mix of skills with the Board composition comprising individuals of high calibre, credibility and with the necessary skills and qualifications to enable the Board to
discharge its responsibility effectively.
Assessment is also conducted on the Board Committees’ effectiveness based on a set of questionnaires to be completed in respect of the financial year ended
31 December, 2014 and the NC is pleased with the outcome of the said assessment.
In conjuction with the above assessment, the NC considered and recommended to the Board of Directors the following appointments of Directors at the forthcoming
Fifteenth Annual General Meeting of the Company :-
(a) Professor Tan Sri Lin See Yan pursuant to Section 129 (6) of the Companies Act, 1965.
(b) (i) Professor Tan Sri Lin See Yan
(ii) En. Halim Bin Haji Din
All whom have served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years to continue to act as Independent
Non-Executive Directors of the Company in accordance with the Malaysian Code of Corporate Governance 2012 (“MCCG 2012”).
5. INDEPENDENCE ASSESSMENT OF THE INDEPENDENT DIRECTORS
In line with Recommendation 3.1 of the MCCG 2012, the NC has conducted an independence assessment of the Independent Directors and the NC is satisfied with the
results whereby all the Independent Directors fulfilled the criteria for an independent director as prescribed under the Main Market Listing Requirements and Practice
Notes of the Bursa Malaysia Securities Berhad.
27
Wah Seong Corporation Berhad • Annual Report 2014
