Wah Seong Corporation Berhad Annual Report 2017

GOVERNANCE WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 47 1.11 Board Committees (cont’d) (b) Nomination Committee The Nomination Committee (“NC”) has been established comprising exclusively of three (3) Non-Executive Directors, a majority of whom are Independent Directors. The Terms of Reference, including the roles and responsibilities of the Nomination Committee are available on the Company’s website at www.wahseong. com. The activities of the Nomination Committee in the discharge of its duties for the financial year ended 31 December 2017 are set out on pages 37 to 40 of this Annual Report. The Nomination Committee will conduct annual assessment of the Board’s effectiveness as a whole and the contribution of each individual Director in every financial year 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 Group Company Secretary will be tabled to the Board for review and deliberation. The Nomination Committee will also conduct the annual assessment on the Board Committees’ effectiveness based on a set of questionnaires. (c) Remuneration Committee The Remuneration Committee has been established comprising mainly of Independent Non-Executive Directors with the role of determining and recommending to the Board the remuneration of Executive Directors in all its forms, drawing from outside advice where necessary. The Executive Directors play no part in decisions on their own remuneration. Determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman is a matter of the Board as a whole. The individuals concerned will abstain from discussion of their own remuneration. The information on Remuneration Committee and its Terms of Reference including its functions are available on pages 34 to 36 of this Annual Report. The Remuneration Policy is available on the Company’s website at www.wahseong.com 1.12 Finance Committee The Finance and Investment Committee (“FIC”) is chaired by the Managing Director/ Group Chief Executive Officer and comprised of the Executive Directors, Head of Group Treasury, Head of Finance of the Industrial Services Division and Chief Financial Officer of the Oil & Gas Division. The FIC meets quarterly or as and when required or at such frequency as the Chairman may deem appropriate. The FIC undertakes periodic review of the overall Group’s financial position with emphasis on group financial status and financing requirements, summary update on forward contracts position, group cash flows and receivables. The FIC also provides oversight of the investment functions of the Group to assist the Board of Directors in evaluating new investments, acquisitions, joint ventures, divestments and any other corporate proposals (“Investment Related Proposals”) in which the Group engages as its business strategy from time to time. The respective business units/ divisions strategic business activities and ventures are also updated at the FIC meetings. Besides, the FIC also deliberates on the implication of the global economic sentiment and outlook on the Group’s various business divisions and with this hindsight, actively reviews the overall business activities, capital expenditure requirements and forex strategies. Both the Risk Management Committee and the FIC have the responsibility of assessing and reviewing all Investment Related Proposals. CORPORATE GOVERNANCE OVERVIEW STATEMENT