Wah Seong Corporation Berhad Annual Report 2018

(c) Remuneration Committee The Remuneration Committee has been established comprising solely 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 41 to 43 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 Group Managing Director/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. Normally, the Risk Management Committee will perform the necessary risk assessment on the Investment Related Proposals and thereafter recommend the same to the FIC for their review. The FIC will then consider and evaluate the feasibility of the Investment Related Proposals by taking into account the comprehensive feasibility study, due diligence reports, valuation reports and/or other relevant reports in accordance with the standard operating procedures. A threshold limit of the value of the Investment Related Proposals is established to determine the relevant approvals required. The value of the Investment Related Proposals of up to RM5.0 million will be approved by the FIC and the Board of the investing company and thereafter to be endorsed by the Board of WSC. For value of the Investment Related Proposals of above RM5.0 million, the approval must be sought from the Board of WSC upon recommendation by the FIC. CORPORATE GOVERNANCE OVERVIEW STATEMENT WAH SEONG CORPORATION BERHAD 54