iv. Majority Decision
All decisions of the NC shall be decided on the votes of the simple majority of those Members present. Any decision or recommendation made at the NC 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 Committee shall meet at least annually or at such other frequency as the Chairman may determine.
vii. Notice of Meetings
Minimum seven (7) days or such shorter notice as the NC may deem fit depending on the nature and prevailing circumstances at hand.
viii. Secretary
The Company’s Company Secretary(s) shall be the Secretary(s) for the NC. In the event any of the Company Secretary(s) is unable to attend, an assistant or deputy
Secretary(s) may be appointed for that specific meeting.
ix. Minutes of Meetings
The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall table the minutes of each NC Meeting and shall
circulate the same for each Member’s record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat.
The Chairman shall report on each meeting to the Board.
x.
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.
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;
c.
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;
d.
Recommend to the Board, candidates for directorships to be filled by the shareholders or the Board;
e.
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;
f.
Recommend to the Board, Directors to fill the seats on Board Committees;
g.
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;
h. 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;
i.
Introduce any regulation which would enable the smooth administration and effective discharge of the Committee’s duties and responsibilities;
j.
To furnish a report to the Board of any findings of the Committee;
Nomination
Committee
26
Wah Seong Corporation Berhad • Annual Report 2014
