• ensuring an adequate group wide framework is in place to facilitate oversight and ensuring integrity of the group financial and non-financial performance and reporting, business strategy and priorities, risk management and corporate governance policies and practices of the Group; and • ensuring the group wide framework is established on corporate governance to include code of conduct and ethics, policies and procedures on anti-corruption, whistleblowing, managing conflict of interest, managing material sustainability risks and board diversity including gender diversity. The Board Charter is available on the Company’s website at www.wahseong.com. 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 and it is last reviewed by the Board on 23 November 2022. 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 at least four 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 period under review, the Board has appointed two (2) women Directors on the Board of the Company namely Datin Wan Daneena Liza Binti Wan Abdul Rahman and Puan Lily Rozita Binti Mohamad Khairi. These two (2) women Directors will be the new Independent Non-Executive Directors on the Board. Meanwhile, the existing Independent Non-Executive Directors namely Encik Halim Bin Haji Din and Tan Sri Professor Lin See Yan will be redesignated as Non-Independent Non-Executive Directors accordingly. Hence, the new Board composition is led by the Non-Executive Chairman, Dato’ Seri Robert Tan Chung Meng and altogether, comprises of nine (9) members, which include two (2) Executive Directors, four (4) Non-Independent Non-Executive Directors (including the Non-Executive Chairman) and three (3) Independent Non-Executive Directors. The new Board composition fulfilled the Bursa Malaysia Main Market Listing Requirements to have at least one (1) woman Director on Board and also all the existing Independent Non-Executive Directors whom have exceeded the twelve (12) years tenure to be re-designated as Non-Independent Directors. CORPORATE GOVERNANCE OVERVIEW STATEMENT Wah Seong Corporation Berhad Annual Report 2022 68
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