The composition of the Board reveals their varied background as outlined on pages 44 to 48 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 newly appointed Independent Directors and the existing Independent NonExecutive Director fulfilled the criteria of independence as defined in the MMLR as follows: (i) they have fulfilled the criteria of independence as per the definition set out under Chapter 1 of the MMLR; (ii) they have the required skill sets, experience and expertise; (iii) they understand the Company’s industry well and are able to contribute to the effective oversight of the Company’s business activities while monitoring their independence; (iv) they have performed their duties diligently and provided independent judgements and balanced assessments hence ensured effective check and balance in the proceedings of the Board and the respective Board Committees; and (v) they have devoted sufficient time and attention to the duties and responsibilities as Independent NonExecutive Directors of the Company. All Independent Directors act independently of the Management and do not participate in any business dealings and are not involved in any other relationship with the WSC Group that may impair their independent judgement and decision-making. 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 decisionmaking. Annual assessment on the independence of the Independent Directors is conducted annually. Practice 5.3 of the MCCG 2021 requires the tenure of an Independent Director to not exceed a cumulative term limit of nine (9) years. The Nomination Committee and the Board have duly assessed, determined and resolved that the existing Independent Non-Executive Directors of the Company namely Encik Halim Bin Haji Din and Tan Sri Professor Lin See Yan, who have served on the Board for more than nine (9) years, to be redesignated as Non-Independent Non-Executive Directors. The Chairman of the Company and the Board is not an Independent Director. There are three (3) Independent Directors out of nine (9) Board members. The Board believes that its current Board composition provides the appropriate balance in terms of skills, knowledge and experience in creating, protecting and enhancing the interests and values of all shareholders and stakeholders and in overseeing the conduct of businesses and to properly run the WSC Group effectively. As the Chairman is also a shareholder who has substantial interest in the Company, he is well placed to act on behalf of shareholders and stakeholders and in their best interest and in providing Board leadership. The Board believes in recognising and retaining high performance, talented and dedicated Board members, Senior Management and workforce regardless of gender, ethnicity and age with the required merits, knowledge, experience, expertise, competencies, professionalism, integrity and ability in discharging their responsibility and capability in contributing to the Board and the organisation. Hence, the Board has established a Diversity Policy which came into effect on 27 November 2018 and is last reviewed by the Board on 23 November 2022. The Diversity Policy is available on the Company’s website at www.wahseong.com. CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2022 Wah Seong Corporation Berhad 69
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