1.4 Division of Roles and Responsibilities between the Chairman and the Managing Director/Chief Executive Officer The Board is led by Dato’ Seri Robert Tan Chung Meng as the Non-Independent Non-Executive Chairman and Mr Chan Cheu Leong as the Managing Director/Group Chief Executive Officer. There is a clear separation between the Chairman’s role and the Managing Director/Group Chief Executive Officer’s role to ensure a division of responsibilities and a balance of control, power and authority. The Chairman leads and manages the Board with a keen focus on governance and compliance. In turn, the Board monitors the functions of the Board Committees in accordance with their respective terms of reference to ensure its own effectiveness, while the Managing Director/Group Chief Executive Officer manages the businesses and operations of the Group and implements and develops the Board’s decisions, policies and strategies. The Chairman of the Board does not serve on the Audit Committee, Nomination Committee or Remuneration Committee to ensure check and balance as well as objective review by the Board. 1.5 Senior Independent Non-Executive Director The Board has identified Tan Sri Professor Lin See Yan as the Senior Independent Non-Executive Director of the Board, to whom concerns relating to the Group may be conveyed by shareholders and other stakeholders. All concerns relating to the Group can be conveyed to him via his electronic mail address at seeyan.lin@ wahseong.com. 1.6 Board Meetings The Board meetings for each financial year are scheduled before the end of the preceding financial year, to enable the Directors to plan ahead and fit the year’s meetings into their own schedules. The Board meets on a scheduled basis of at least four (4) times a year and has a formal schedule of matters specifically reserved for the Board to decide in order to ensure that the direction and control of the Company firmly rests in its hands, for example strategic financial and investment decisions. Additional or ad hoc Board meetings can be convened as and when necessary. During the financial year ended 31 December 2022, the Board met four (4) times and the details of the attendance of the Board members are as follows: Director Directorship Total Meetings Attended Dato’ Seri Robert Tan Chung Meng Non-Independent Non-Executive Chairman 4/4 Chan Cheu Leong Managing Director/Group Chief Executive Officer 4/4 Gian Carlo Maccagno Deputy Managing Director 4/4 Tan Sri Professor Lin See Yan Senior Independent Non-Executive Director 4/4 Halim Bin Haji Din Independent Non-Executive Director 4/4 Tan Jian Hong, Aaron Non-Independent Non-Executive Director 4/4 Tan Sri Saw Choo Boon Independent Non-Executive Director 4/4 To facilitate productive and meaningful deliberations, the proceedings of the Board meetings are conducted in accordance with a structured agenda with the supply of complete and timely information to enable the Board to discharge their responsibilities effectively and for them to make informed decisions. The Board reviews and deliberates on the Group’s financial performance and results, business operations, budgets, reports of the various Board Committees, risks management, business plans, corporate exercises and strategic financials and investments decisions. In the intervals between Board meetings, any matters requiring urgent Board decisions and/or approvals will be sought via circular resolutions which are supported with all the relevant information and explanations required for an informed decision to be made. CORPORATE GOVERNANCE OVERVIEW STATEMENT Wah Seong Corporation Berhad Annual Report 2022 70
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