Wah Seong Corporation Berhad Annual Report 2020

60 WAH SEONG CORPORATION BERHAD 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 customized 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 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 Remuneration Committee also plays a role in determining the level and composition of remuneration of Senior Management taking into account the Company’s intention to attract and retain the right talents to drive the Company’s long term objectives. The information on Remuneration Committee and its Terms of Reference including its functions are available on pages 46 to 48 of this Annual Report. The Remuneration Policy and the Terms of Reference including the duties and responsibilities of the Remuneration Committee are available on the Company’s website at www.wahseong.com. (d) Integrity Committee The Integrity Committee is established with members comprising Heads of various Divisions selected by the Group Managing Director. The Integrity Committee oversees the areas of anti-corruption and corporate liability for corruption and in ensuring that adequate and appropriate policies and procedures on anti-corruption are in place and in ensuring the Company’s approach to anti-bribery and anti-corruption is in compliance. The Committee meets at least four (4) times a year to review the adequacy of anti-bribery and anti-corruption compliance with Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018) (“MACC Act”) by the Group and to deliberate and manage any complaints and allegations of bribery and act of corruption reported to the Committee. The proceedings of each meetings shall be minuted and a copy of the minutes will be circulated to the Board for their attention. The Chairman of the Committee shall update and report formally to the Board and make any necessary recommendations to the Board during the quarterly Board meetings or as and when the need arises. The Committee has oversight of policy making, design and implementation of the Anti-Bribery Management System (“ABMS”) and/or Anti-Bribery and Corruption Framework (“ABCF”), and practices for compliance with the MACC Act. 1.12 Finance and Investment 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 of FIC 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT