Statement on
Corporate Governance
The Board of Directors of Wah Seong Corporation Berhad (“WSC”) recognises the importance of upholding good corporate governance in the discharge of its duties and
responsibilities to protect its shareholders’ interest and to reflect the status of the Group in the eyes of the public investors. Hence, the Board is pleased to report that the
Company and its Group have complied with the relevant principles, recommendations and best practices of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”)
issued by the Securities Commission as well as the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”).
The Board is pleased to present the report hereunder on the manner in which the principles and best practices of the MCCG 2012 have been applied across the Group.
1. BOARD OF DIRECTORS
1.1 Duties and Responsibilities of the Board
The Board is responsible towards the strategic planning, overseeing the resources and operational conduct, identifying and implementing appropriate systems to
manage principal risks, reviewing the adequacy and integrity of its internal control and management information systems, ensuring a management succession plan
as well as having a dedicated investor relation and shareholders’ communication policy in place.
The Board together with the Managing Director/Group Chief Executive Officer and the respective Management team(s), where applicable, develop the Group’s
corporate objectives, policies and positions descriptions and setting out the limits of empowerment of its respective Management/Committees’ authority, duties
and responsibilities.
The Board exercises due care and diligence in discharging its duties and responsibilities and in ensuring that high ethical standards are applied in upholding good
corporate governance and through the compliance with the relevant rules and regulations, directives and guidelines and the adoption of the best practices of the
MCCG 2012 in addition to acting in the best interest of the shareholders, stakeholders and the Group.
The Board has adopted a Board Charter which sets out the Board’s strategic intent and outlines the Board’s roles and responsibilities including the key values,
mission, principles and ethos of the Company. The Board Charter serves as a source of reference for Board members as well as a primary induction literature for new
Board members in respect of their duties and responsibilities and the various legislations and regulations governing their conduct with the application of principles
and practices of good corporate governance in their business conduct. The Board Charter would be reviewed and updated periodically as and when the need arises.
The Board Charter clearly spells out the following principal roles and responsibilities of the Board in enhancing Board’s effectiveness in the pursuit of corporate
objectives:
• reviewing and adopting the strategic plans and direction of the Group;
• overseeing and evaluating the conduct of the Group’s businesses;
• identifying principal risks and ensuring that appropriate internal control and mitigation measures are implemented to manage these risks;
• succession planning including the implementation of appropriate systems for recruitment, training, determining compensation benefits and replacement of
Senior Management staff;
• developing and implementing an investor relations programme to enable effective communications with the shareholders and stakeholders; and
• reviewing the adequacy and integrity of the internal control systems and management information systems which includes sound system of reporting and in
ensuring regulatory compliance with applicable laws, regulations, rules, directive and guidelines.
The Board Charter is available on the Company’s website at
.
Apart from the aforesaid principal roles and responsibilities of the Board, the Board also delegates certain responsibilities to its Board Committees with clearly
defined terms of reference to assist the Board in discharging its responsibilities. While the Board Committees have their own functions and delegated roles, duties
and responsibilities, they will report to the Board with their decisions and/or recommendations. Hence the ultimate responsibility and decision on all matters lies
with the Board.
The Board continues to observe high standard of ethical conducts based on the Company Directors’ Code of Ethics established by the Companies Commission of
Malaysia.
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Wah Seong Corporation Berhad • Annual Report 2014
