Statement on
Corporate governance
1.7 Supply of Information
The Board is briefed on a timely manner on all major financial, operational and corporate matters. In order to maintain confidentiality, meeting papers on issues or
corporate proposals which are deemed highly confidential and sensitive, would only be distributed to the Directors at the Board meeting itself.
The Board stresses on having timely reports and has full access to quality information which is not just historical or bottom line and financial oriented but
information that goes beyond assessing the quantitative performance of the Group and other performance factors e.g. customer satisfaction, product and service
quality, market share, market reaction, environmental protection, etc.
The Directors have access to all information within the Company whether as a full Board or in their individual capacity, in furtherance of their duties. Through regular
Board meetings, the Board receives updates, written reports and supporting/discussion documents on the development and business operations of the Group,
as well as on potential corporate exercises, proposals, mergers and acquisitions. Minutes of the respective Board Committees’ meetings are presented at Board
meetings. The respective Board Committees’ Chairman will brief the Board on major issues deliberated by each of the Board Committees.
The Board either collectively or individually is authorised to seek such independent professional advice as may be considered necessary in furtherance of their
duties at the expense of the Company.
The Directors also have access to the advice and services of its qualified Group Company Secretary in the course of discharging their duties and responsibilities and
in fulfilling their obligation to statutory requirements, the MMLR or other rules and regulations, either as a full Board or in their individual capacity.
1.8 Group Company Secretary
The Group Company Secretary is a Fellow Member of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and heads the Wah Seong
Corporation Berhad’s Group Corporate Secretarial Department. She ensures that the Group complies with the Companies Act, 1965, MMLR, Capital Markets &
Services Act, 2007 and all relevant acts, rules, regulations, codes and guidelines of the relevant authorities and governmental/regulatory bodies and their relevant
updates and amendments from time to time. She assists the Board of Directors in overseeing and advising on the relevant aspects of the regulatory, compliance
and corporate governance matters of the Group. She attends all meetings of the Board of Directors and all meetings of the Committees and Sub-Committees of
the Board and captures all discussions and deliberations thereat comprehensively and accurately in her minutes. Her prompt and well written minutes and advices
given to the members of the Board have so far assisted the Board of Directors in making informed decisions as well as for the Management to promptly act on
decisions approved by the Board. The Board of Directors is satisfied with the competent performance and support rendered by the Group Company Secretary in the
discharge of their duties and functions as members of the Board.
1.9 Appointments to the Board
The Nomination Committee is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees.
In making these recommendations, due consideration is given to the required mix of skills, expertise, knowledge, experience, professionalism and integrity that the
proposed Directors shall bring to complement the Board.
The Directors take cognisance of Recommendation 4.1 of the MCCG 2012 that they are required to notify the Chairman of the Company before accepting any new
directorships and the expected time to be spent on the new appointment.
1.10 Re-appointment and Re-election of Directors
The Company’s Articles of Association provide that all the Directors shall retire at least once (1) in every three (3) years and are eligible for re-election at each
Annual General Meeting in compliance with the MMLR.
Pursuant to Section 129 of the Companies Act, 1965, a Director who has attained the age of seventy (70) years is required to submit himself/herself for re-
appointment as Director annually at the Annual General Meeting of the Company.
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Wah Seong Corporation Berhad • Annual Report 2014
