The Risk Management Committee plays an important role in developing the Company’s sustainability strategies, plans, approach and integrating sustainability consideration in the day-to-day operations of the Group and to drive, implement and monitor to ensure effective implementation of the Company’s sustainability risks, strategies, opportunities and plans and all these have since been relayed to the designated committee namely the Sustainability Steering Committee which is established and formalized by the Board of Directors on 22 November, 2022. The Risk Management Committee reports to the Board on matters and updates pertaining to sustainability of the Group on a quarterly basis. The Risk Management Committee has embedded bribery and corruption risk in the risk register and in the annual risk assessment of WSC Group. (b) Nomination Committee The Nomination Committee has been established comprising exclusively of four (4) Non-Executive Directors, a majority of whom are Independent Directors. The Terms of Reference is last reviewed by the Board on 23 February 2023. The Terms of Reference including the roles and responsibilities of the Nomination Committee are available on the Company’s website at www.wahseong.com. The activities of the Nomination Committee in the discharge of its duties for the financial year ended 31 December 2022 are set out on pages 61 to 66 of this Annual Report. The Nomination Committee will conduct annual assessment of the Board’s effectiveness as a whole and the contribution of each individual Director in every financial year using a set of customized selfassessment questionnaires to be completed by the Directors. The results of the self-assessment by Directors and the Board’s effectiveness as a whole as compiled by the Group Company Secretary will be tabled to the Board for review and deliberation. The Nomination Committee will also conduct the annual assessment on the Board Committees’ effectiveness based on a set of questionnaires. (c) Remuneration Committee The Remuneration Committee has been established comprising solely of Independent Non-Executive Directors with the role of determining and recommending to the Board the remuneration of Executive Directors in all its forms, drawing from outside advice where necessary. The Executive Directors play no part in decisions on their own remuneration. Determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman is a matter of the Board as a whole. The individuals concerned will abstain from discussion of their own remuneration. The Remuneration Committee also plays a role in determining the level and composition of remuneration of Senior Management taking into account the Company’s intention to attract and retain the right talents to drive the Company’s long term objectives. The information on Remuneration Committee and its Terms of Reference including its functions are available on pages 58 to 60 of this Annual Report. The Remuneration Policy and the Terms of Reference including the duties and responsibilities of the Remuneration Committee are last reviewed by the Board on 23 February 2023 and they are available on the Company’s website at www.wahseong.com. (d) Integrity Committee The Integrity Committee is established with members comprising Heads of various Divisions selected by the Group Managing Director. The Integrity Committee oversees the areas of anti-corruption and corporate liability for corruption and in ensuring that adequate and appropriate policies and procedures on anti-corruption are in place and in ensuring the Company’s approach to anti-bribery and anticorruption is in compliance. CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2022 Wah Seong Corporation Berhad 73
RkJQdWJsaXNoZXIy NDgzMzc=