Wah Seong Corporation Berhad Annual Report 2020

55 ANNUAL REPORT 2020 CORPORATE GOVERNANCE OVERVIEW STATEMENT Apart from the aforesaid principal roles and responsibilities of the Board, the Board also delegates certain responsibilities to its Board Committees with clearly defined terms of reference to assist the Board in discharging its responsibilities. While the Board Committees have their own functions and delegated roles, duties and responsibilities, they will report to the Board with their decisions and/or recommendations. Hence, the ultimate responsibility and decision on all matters lies with the Board. As an effort to continuously observe high standard of ethical conducts, the Board has established the Company Directors’ Code of Ethics on 27 November 2018. The Company Directors’ Code of Ethics is available on the Company’s website at www.wahseong.com . The Directors are guided by the SC Guidelines on Conduct of Directors in the discharge of their fiduciary duties towards the Company and the shareholders. The SC Guidelines on Conduct of Directors covers the Conduct Requirements for Directors, Maintaining Proper Records and Accounts and Group Governance in promoting corporate governance practices among the listed corporations in Malaysia. The Board of Directors has also established the Principles of Business Conduct as guidance for the conduct of the Group’s business and on issues pertaining to conflict of interest and related parties which may affect any members of the Board. The Principles of Business Conduct is available on the Company’s website at www.wahseong.com. The Board has devoted sufficient time in carrying out their duties and responsibilities. The schedule of meetings for the calendar year comprising Board meetings and other Committee meetings is prepared by the Group Company Secretary and sent to members of the Board three months prior to the commencement of the calendar year to notify the Board on the meetings scheduled ahead. The Group Company Secretary besides overseeing the compliance matters and assisting the Chairman in overseeing the governance matters of the WSC Group, she also plays a pivotal advisory role to the Board and its Committees to ensure that they function effectively. The Group Company Secretary kept abreast with the latest amendments to the laws, acts, regulations, guidelines and codes by attending various relevant talks, seminars, conferences and workshops. The Board also takes their own initiatives and liberty to regularly update their knowledge and enhance their skills by attending the relevant seminars and talks as listed under item 1.13 Directors’ Training. The members of the Board have maintained the number of other directorships comfortable and manageable by them in respect of time and commitment. 1.2 Board Composition and Balance During the year under review, the Board is led by the Non-Executive Chairman, Dato’ Seri Robert Tan Chung Meng and altogether, comprises of seven (7) members, which includes two (2) Executive Directors, two (2) Non-Independent Non-Executive Directors (including the Non-Executive Chairman) and three (3) Independent Non-Executive Directors. The composition of the Board reveals their varied background as outlined on pages 32 to 35 of this Annual Report. The Board members are equipped with the relevant skills, knowledge and expertise required for the proper running of the Company’s affairs. The effectiveness of the individual Directors and the Board as a whole are assessed annually by the Nomination Committee. Generally, the Executive Directors along with the Management Team are responsible for making and implementing operational decisions. Non-Executive Directors play a key supporting role, contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate goals and objectives, policies and decisions. The Board collectively made decisions in the best interest of the Company. 1.3 Board Independence The number of Independent Directors on the Board complies with Paragraph 15.02, Chapter 15 of the MMLR, which states that at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, shall comprise of Independent Directors. The Independent Directors also fulfilled the criteria of independence as defined in the MMLR. Their presence provides a check and balance in the discharge of the Board function and the Independent Directors’ views carry significant weight in all Board deliberations and decision-making.