The Board of Directors (“the Board”) of Wah Seong Corporation Berhad (“WSC” or “the Company”) recognises the importance of practising and upholding good corporate governance in discharging its duties and responsibilities towards enhancing business prosperity, corporate accountability, sustainability and realising and creating ongoing values for its shareholders and stakeholders. Hence, the Board is pleased to present an overview of the extent of the application and compliance of WSC and its Group with the relevant principles and practices of the Malaysian Code on Corporate Governance (“MCCG 2021”) issued by the Securities Commission Malaysia (“SC”) on 28 April 2021, the Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries issued by SC on 30 July 2020 and revised on 12 April 2021 (“SC Guidelines on Conduct of Directors”) as well as the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”). 1. BOARD OF DIRECTORS 1.1 Duties and Responsibilities of the Board The Board is responsible for the strategic planning, overseeing the proper utilisation and management of its resources and operational conduct, financial and non-financial performance, identifying and implementing appropriate systems to mitigate and manage principal risks, reviewing the adequacy and integrity of its internal controls, risks management and management information systems and ensuring that a management succession plan, a dedicated investor relation and shareholders’ communication policy are in place in meeting the Company’s goals and objectives. The Board together with the Managing Director/Group Chief Executive Officer and the respective Management team(s), where applicable, developed the Group’s corporate goals, objectives and policies and set the appropriate limits of empowerment of its respective Management/Committees’ authority, duties and responsibilities. The Board exercises due care and diligence in discharging its fiduciary duties and responsibilities and in ensuring that high ethical standards are applied in practising and upholding good corporate governance and through the compliance with the relevant rules and regulations, directives and guidelines and the adoption of the relevant principles and practices of the MCCG 2021 and the SC Guidelines on Conduct of Directors in addition to acting in the best interest of the shareholders, stakeholders and the Group, taking into account diverse perspectives and insights. The Board has established a Board Charter which sets out the Board’s strategic intent and outlines the Board’s roles and responsibilities including the key values, mission, principles and ethos of the Company. The Board Charter serves as a source of reference for Board members as well as a primary induction literature for new Board members in respect of their duties and responsibilities and the various legislations and regulations governing their conduct with the application of principles and practices of good corporate governance in their business conduct. The Board Charter would be reviewed and updated periodically as and when the need arises. The Board Charter is last reviewed by the Board on 23 February 2023. The Board Charter clearly spells out the following principal roles and responsibilities of the Board in enhancing Board’s effectiveness in the pursuit of corporate goals and objectives: • reviewing and adopting the strategic plans and direction of the Group; • setting appropriate values and standards; • reviewing the financial statements and forming a view on the information presented; • overseeing the governance of sustainability and in setting the Group’s sustainability strategies, priorities and targets which encompasses economics, environment, social and governance aspects; • overseeing and evaluating the conduct of the Group’s businesses; • reviewing, challenging and deciding on Management’s proposals and recommendations and monitor their implementation where appropriate; • identifying principal risks and ensuring that appropriate internal control and risk management and mitigation measures are implemented to manage these risks; • succession planning including the implementation of appropriate systems for recruitment, training, determining compensation benefits and replacement of Senior Management staff; • developing and implementing an investor relations programme to enable effective communications with the shareholders and stakeholders; • supervising and assessing Management’s performance in managing the businesses of the WSC Group; • reviewing the adequacy and integrity of the internal control systems, management information systems and risk management framework which includes sound system of reporting and in ensuring regulatory compliance with applicable laws, regulations, rules, directives and guidelines; • ensuring proper accounting and other records are kept to enable the preparation of true and fair financial statements; CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2022 Wah Seong Corporation Berhad 67
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