1.2 Board Composition and Balance During the year under review, the Board is led by the Non-Executive Chairman, Dato’ Seri Robert Tan Chung Meng and altogether, the Board of WB comprises of nine (9) members, which includes one (1) Executive Director, five (5) Non-Independent Non-Executive Directors (including the Non-Executive Chairman) and three (3) Independent Non-Executive Directors. The Board composition fulfilled the Bursa Malaysia’s MMLR to have at least one-third (1/3) of Independent Directors and one (1) woman Director on Board. The composition of the Board reveals their varied background as outlined on pages 94 to 98 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 and Remuneration Committee. Generally, the Executive Director along with the Management Team are responsible for making and implementing operational decisions. The 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 and at least one (1) woman Director on the Board of the Company. The existing Independent Directors 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 Non-Executive 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 WB 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 decision-making. Annual assessment on the independence of the Independent Directors is conducted annually. The Independent Directors of the Company have not exceeded the cumulative term limit of nine (9) years in compliance with Practice 5.3 of the MCCG 2021 which requires the tenure of an Independent Director to not exceed a cumulative term limit of nine (9) years. Corporate Governance Overview Statement Integrated Annual Report 2023 124
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