In making these recommendations, due consideration is given to the composition, objective criteria, required mix of skills, expertise, knowledge, experience, professionalism and integrity that the proposed Directors shall bring to complement the Board. However, no person shall be appointed, re-appointed, elected or re-elected as a Director on the Board or continue to serve as a Director if the person is or becomes an active politician. The Directors would notify the Chairman of the Board before accepting any new directorships and the expected time to be spent on the new appointment. 1.10 Re-election of Directors The Company’s Constitution provides that all the Directors shall retire at least once (1) in every three (3) years and are eligible for re-election at each Annual General Meeting in compliance with the MMLR. 1.11 Board Committees The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has clearly defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board reviews the functions and terms of reference of Board Committees from time to time to ensure that they are relevant and updated in line with the MCCG 2021, the MMLR and other related policies or regulatory requirements. The Board Committees have the authority to examine specific issues and report to the Board with their proceedings, deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’ meetings presented at Board meetings. During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and recommendations made at the respective Board Committees’ meetings, and highlight to the Board on any further deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board Committees are incorporated into the minutes of the Board meetings accordingly. The Board has established five (5) principal Board Committees namely, Audit Committee, Nomination Committee, Remuneration Committee, Integrity Committee and Sustainability Steering Committee. The Risk Management Committee is a subcommittee of the Audit Committee. (a) Audit Committee The composition of the Audit Committee comprises of Non-Executive Directors i.e. three (3) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The Terms of Reference is last reviewed by the Board on 23 November 2022. The Terms of Reference, including the duties and responsibilities of the Audit Committee are available on the Company’s website at www.wahseong.com. A summary of activities of the Audit Committee in the discharge of its functions and duties for the financial year ended 31 December 2022 are set out separately in the Audit Committee Report as laid out on pages 53 to 57 of this Annual Report. i. Risk Management Committee The Risk Management Committee comprised of the Executive Directors, Heads of Finance, Group Internal Audit Head and Heads of Business Units/Divisions. The Committee meets at least four (4) times a year to discuss, assess, manage and mitigate risks associated with the respective Business Units and Divisions and the Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads of the Business Units/Divisions and based on which WSC Group’s key risks are identified for monitoring. Potential new investments are tabled to the Risk Management Committee for comprehensive risks assessment review and deliberation on the risks associated with the proposed investment before the said proposed investment is tabled to the Finance and Investment Committee for review, evaluation and financing needs assessment before tabling to the Audit Committee for their review and then to the Board for approval. The Risk Management Committee has been expanded to cover the areas of risks on sustainability of the WSC Group. CORPORATE GOVERNANCE OVERVIEW STATEMENT Wah Seong Corporation Berhad Annual Report 2022 72
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