Statement on
Corporate governance
The Board of Directors has also established the Principles and Rules of Business Conduct as guidance for the conduct of the Group’s business and on issues
pertaining to conflict of interest and related parties which may affect any members of the Board.
The Principles and Rules of Business Conduct is available on the Company’s website at
.
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, comprises of six (6) members,
which includes two (2) Executive Directors, two (2) Non-Independent Non-Executive Directors (including the Non-Executive Chairman) and two (2) Independent
Non-Executive Directors.
The composition of the Board reveals their varied background as outlined on pages 9 to 11 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.
Generally, the Executive Directors along with the Management Team are responsible for making and implementing operational decisions. Non-Executive Directors
play a key supporting role, contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate objectives, policies
and decisions.
1.3 Board Independence
The number of Independent Directors on the Board complies with Paragraph 15.02 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. The Independent Directors also fulfill the criteria of independence as defined in the MMLR. 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. All Independent Directors act independently of Management and do not participate in any business dealings and are not involved in any other
relationship with the Group that may impair their independent judgement and decision-making.
Annual assesment on the independence of the Independent Directors is conducted annually pursuant to Recommendation 3.1 of the MCCG 2012.
Recommendation 3.2 of MCCG 2012 states that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. However, the
Nomination Committee and Board have duly assessed, determined and resolved that the Independent Non-Executive Directors of the Company namely Encik Halim
Bin Haji Din and Professor Tan Sri Lin See Yan, who have served on the Board for more than nine (9) years, remain as Independent Directors based on the following
justifications as well as contributions from Encik Halim Bin Haji Din and Professor Tan Sri Lin See Yan, as members of the Board and also members of the respective
Board Committees:
(i) they have fulfilled the criteria of independence as per the definition set out under Chapter 1 of the MMLR;
(ii) 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
(iii) they have devoted sufficient time and attention to the duties and responsibilities as Independent Non-Executive Directors of the Company.
The Board acknowledges and takes cognisance of Recommendation 3.5 of MCCG 2012, which recommends that should the Chairman of the Board is not an
Independent Director, the Board must comprise a majority of Independent Directors. The Company’s Chairman is not an Independent Director and there are two
(2) Independent Directors out of six (6) Board members. The Board believes that its current Board composition provides the appropriate balance in terms of skills,
knowledge and experience in creating, protecting and enhancing the interests and values of all shareholders and stakeholders and to oversee the conduct of
businesses and to properly run the Group effectively. As the Chairman is also a shareholder who has substantial interest in the Company, he is well placed to act
on behalf of shareholders and stakeholders and in their best interest.
The Board through the Nomination Committee will continuously evaluate suitable candidates for Independent Directors to form majority of the Board. However, the
process should be exercised with due care and careful assessment has to be made based on merits, skills, knowledge and the appropriate experience to ensure
that the candidates would be able to contribute to the effectiveness of the Board.
Hence, the above process is also applicable in the selection and evaluation of suitable candidate for gender diversity on the Board.
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Wah Seong Corporation Berhad • Annual Report 2014
