Wah Seong Corporation Berhad Annual Report 2017

GOVERNANCE WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 46 1.9 Appointments to the Board The Nomination Committee is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees. In making these recommendations, due consideration is given to the composition, objective criteria, required mix of skills, expertise, knowledge, experience, professionalism and integrity that the proposed Directors shall bring to complement the Board. The Directors would notify the Chairman of the Board before accepting any new directorships and the expected time to be spent on the new appointment. 1.10 Re-election of Directors The Company’s Constitution provides that all the Directors shall retire at least once (1) in every three (3) years and are eligible for re-election at each Annual General Meeting in compliance with the MMLR. 1.11 Board Committees The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has clearly defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board reviews the functions and terms of reference of Board Committees from time to time to ensure that they are relevant and updated in line with the MCCG 2017, the MMLR and other related policies or regulatory requirements. The Board Committees have the authority to examine specific issues and report to the Board with their proceedings, deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’ meetings presented at Board meetings. During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and recommendations made at the respective Board Committees’ meetings, and highlight to the Board on any further deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board Committees are incorporated into the minutes of the Board meetings accordingly. The Board has established three (3) principal Board Committees namely, Audit Committee, Nomination Committee and Remuneration Committee. The Risk Management Committee is a sub-committee of the Audit Committee. (a) Audit Committee The composition of the Audit Committee comprises of non-executive Directors i.e. two (2) Independent Non- Executive Directors and one (1) Non-Independent Non-Executive Director. The Terms of Reference, including the duties and responsibilities of the Audit Committee are available on the Company’s website at www.wahseong. com. A summary of activities of the Audit Committee in the discharge of its functions and duties for the financial year ended 31 December 2017 are set out separately in the Audit Committee Report as laid out on pages 30 to 33 of this Annual Report. (i) Risk Management Committee The Risk Management Committee comprised of the Executive Directors; Heads of Finance, Group Internal Audit and Heads of Business Units/Divisions. The Committee meets at least four (4) times a year to discuss, assess, manage and mitigate risks associated with the respective Business Units and Divisions and the Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads of the Business Unit/Division and based on which WSC Group’s key risks are identified for monitoring. Potential new investments are tabled to the Risk Management Committee for comprehensive risks assessment and deliberation on the risks associated with the proposed investment before the said proposed investment is tabled to the Finance and Investment Committee for review, evaluation and financing needs assessment before tabling to the Audit Committee for their review and then to the Board for approval. The Risk Management Committee has been expanded recently to cover the areas on Sustainability of the WSC Group instead of having to establish a separate Sustainability Committee. CORPORATE GOVERNANCE OVERVIEW STATEMENT