The Committee meets at least four (4) times a year to review the adequacy of anti-bribery and anticorruption compliance with Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018) (“MACC Act”) by the Group and to deliberate and manage any complaints and allegations of bribery and act of corruption reported to the Committee. The proceedings of each meeting shall be minuted and a copy of the minutes will be circulated to the Board for their attention. The Chairman of the Committee shall update and report formally to the Board and make any necessary recommendations to the Board during the quarterly Board meetings or as and when the need arises. The Committee has oversight of policy making, design and implementation of the Anti-Bribery Management System (“ABMS”) and/or Anti-Bribery and Corruption Framework (“ABCF”), and practices for compliance with the MACC Act. (e) Sustainability Steering Committee The Sustainability Steering Committee is spearheaded by the Group’s Deputy Managing Director which has been carrying out various initiatives on environment and climate change activities and projects under the purview of the Risk Management Committee. The Sustainability Steering Committee has been established and formalized by the Board of Directors on 22 November, 2022 and designated to support and assist the Board in the oversight of the responsibilities towards the Group’s ongoing commitments and initiatives on its sustainability which encompasses the economics, environment, social and governance aspects to be in line with the Group’s vision, mission and values. The Committee meets at least four (4) times a year for the development, execution, oversight, monitoring and assessing of the Group’s sustainability strategies, priorities, goals, targets, performances, adequacies and related systems, framework, charter and policies. The Chairman of the Committee shall update and report to the Governance and Compliance Committee/Board accordingly. The Committee is responsible to ensure timely and efficient communication and reporting of its sustainability reports, sustainability related statements and disclosures to the relevant regulatory/ government authorities, stakeholders and shareholders as well as ensuring the quality, accuracy and completeness of the contents thereof. 1.12 Finance and Investment Committee The Finance and Investment Committee (“FIC”) is chaired by the Managing Director/Group Chief Executive Officer and comprised of the Executive Directors, Head of Group Treasury, Head of Finance of the Industrial Services Division and Chief Financial Officer of the Energy Division. The FIC meets quarterly or as and when required or at such frequency as the Chairman of FIC may deem appropriate. The FIC undertakes periodic review of the overall Group’s financial position with emphasis on group financial status and financing requirements, summary update on forward contracts position, group cash flows and receivables. The FIC also provides oversight of the investment functions of the Group to assist the Board of Directors in evaluating new investments, acquisitions, joint ventures, divestments and any other corporate proposals (“Investment Related Proposals”) in which the Group engages as its business strategy from time to time. The respective business units/ divisions strategic business activities and ventures are also updated at the FIC meetings. Besides, the FIC also deliberates on the implication of the global economic sentiment and outlook on the Group’s various business divisions and with this hindsight, actively reviews the overall business activities, capital expenditure requirements, financing requirements and forex strategies. Both the Risk Management Committee and the FIC have the responsibility of assessing and reviewing all Investment Related Proposals. Normally, the Risk Management Committee will perform the necessary risk assessment on the Investment Related Proposals and thereafter recommend the same to the FIC for their review. The FIC will then consider and evaluate the feasibility of the Investment Related Proposals by taking into account the comprehensive feasibility study, due diligence reports, valuation reports and/or other relevant reports in accordance with the standard operating procedures. A threshold limit of the value of the Investment Related Proposals is established to determine the relevant approvals required. The value of the Investment Related Proposals of up to RM5.0 million will be approved by the FIC and the Board of the investing company and thereafter to be endorsed by the Board of WSC. For value of the Investment Related Proposals of above RM5.0 million, the approval must be sought from the Board of WSC upon recommendation by the FIC. CORPORATE GOVERNANCE OVERVIEW STATEMENT Wah Seong Corporation Berhad Annual Report 2022 74
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