1.11 Board Committees
The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has clearly defined terms of reference and its own
functions, delegated roles, duties and responsibilities. The Board reviews the functions and terms of reference of Board Committees from time to time to ensure
that they are relevant and updated in line with the MCCG 2012, the MMLR and other related policies or regulatory requirements.
The Board Committees have the authority to examine specific issues and report to the Board with their proceedings, deliberations, findings and recommendations.
The Board also reviews the minutes of the Board Committees’ meetings presented at Board meetings.
During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and recommendations made at the respective Board
Committees’ meetings, and highlight to the Board on any further deliberation and/or approval that is required at the Board level. The Board Committees shall
deliberate and thereafter recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board Committees are
incorporated into the minutes of the Board meetings accordingly.
The Board has established three (3) principal Board Committees namely, Audit Committee, Nomination Committee and Remuneration Committee. The Risk
Management Committee is a sub-committee of the Audit Committee.
(a) Audit Committee
The composition of the Audit Committee comprises of two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director.
The Terms of Reference, key functions and a summary of activities of the Audit Committee are set out separately in the Audit Committee Report as laid out
on pages 18 to 21 of this Annual Report.
(i) Risk Management Committee
The Risk Management Committee comprised of the Executive Directors; Heads of Finance, Group Internal Audit, Group Tax, Strategic Finance Special
Projects and Heads of Business Units/Divisions meet at least 4 times a year to discuss, assess, manage and mitigate risks associated with the
respective Business units and divisions and the Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads
of the Business Unit/Division and based on which WSC Group’s key risks are identified for monitoring. Potential new investments are tabled to the
Committee for comprehensive risks assessment and deliberation on the risks associated with the said proposed investment before recommending to
the Audit Committee for review and then to the Board for approval.
(b) Nomination Committee
The Nomination Committee has been established comprising exclusively of three (3) Non-Executive Directors, a majority of whom are Independent Directors.
The Terms of Reference, role and functions of the Nomination Committee are set out on pages 25 to 27 of this Annual Report.
(c) Remuneration Committee
The Remuneration Committee has been established comprisingmainly of Independent Non-Executive Directors with the role of determining and recommending
to the Board the remuneration of Executive Directors in all its forms, drawing from outside advice where necessary. The Executive Directors play no part in
decisions on their own remuneration.
Determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman is a matter of the Board as a whole. The
individuals concerned will abstain from discussion of their own remuneration.
The information on Remuneration Committee, Terms of Reference and its functions are available on pages 22 to 24 of this Annual Report.
1.12 Finance Committee
The Finance Committee was established by the Executive Directors to undertake 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 respective business units/
divisions strategic business activities and ventures are also updated at the Committee’s meetings. Besides this, the Committee also deliberates on the implication of
Statement on
Corporate governance
32
Wah Seong Corporation Berhad • Annual Report 2014
