WONG ENGINEERING CORPORATION BERHAD

 Registration No. 199601037606 (409959-W)

 (Incorporated in Malaysia)

TERMS OF REFERENCE OF THE NOMINATION COMMITTEE

  1. Objective

The objective of the Nominating Committee (“NC”) is to assist the Board of Directors (“Board”) in the selection process for new appointments on the Board in ensuring the effectiveness of the Board as a whole as well as appointments of Senior Management personnel and on overall policies on human resource planning and development.

 

  1. Composition

The NC shall consist of at least three (3) members and be appointed by the Board from amongst the Directors comprising exclusively of Non-Executive Directors, a majority of whom must be independent. No alternative Director of the Board shall be appointed as a member of NC.

 

The Chairman of NC shall be an Independent Non-Executive Director. In the absence of the Chairman, the remaining members present shall elect one of their members to chair the meeting. A secretary shall be nominated by the NC.

 

If a member of the NC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.

 

  1. Duties and Responsibilities

 

The duties and responsibilities of the NC shall include: –

a) To consider and make recommendations to the Board on the suitability of new candidates nominated for appointment on the Board and its subsidiaries (“Group”).

b) To consider and make recommendations to the Board on the suitability of new candidates nominated for appointment on the Board Committees.

c) To annually carry out the processes for evaluating the effectiveness of the Board, the Board Committees and the contribution of each individual Director for improvement and development, thereafter, recommend the same to the Board action plans for improvement (if applicable).

d) To review and plan for succession to the position of Chief Executive Officer as well as Senior Management positions in the Group. In this regard, the Chief Executive Officer shall provide the Committee with an assessment of Senior Management and their potential for purposes of recommending the appointments and promotions of Senior Management and appointments to Senior Management positions.

e) To annually review and make recommendations to the Board the required mix of skills, experience and other qualities including core competence of the members of the Board and key management personnel in the Group.

f) To discuss the annual retirement by rotation and re-election of Directors at the Annual General Meeting of the Company and recommend the same for re-appointment/re-election by the shareholders.

g) To performance any other function may be determined by the Board from time to time.

 

  1. Authority

The NC shall have the authority to make decisions on the said matters which fall within their responsibilities or to submit to the Board its recommendations on matters which are within their purview, for the Board’s consideration and approval.

 

The NC is given full authority by the Board to engage the services of independent professional advisors and may request the attendance of persons at NC meetings if necessary to facilitate the deliberations of the NC.

 

  1. NC Meetings

 

The NC shall meet at least once (1) annually with additional meetings convened on as and when needed basis. The Group Executive Secretary shall be the secretary of NC.

 

Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the NC meeting, in order to provide sufficient time for members’ review ahead. The NC meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.

 

The quorum for meetings of the NC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the NC meeting. In the case of an equality of votes, the Chairman of the NC except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.

 

  1. Circular Resolution

 

A circular resolution in writing signed by the members of the NC who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the NC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the NC and shall include signed copies via legible confirmed transmission or other written electronic means.