`STOCK CODE | : | 7050 |
COMPANY NAME | : | WONG ENGINEERING CORPORATION BERHAD |
FINANCIAL YEAR | : | October 31, 2021 |
OUTLINE:
SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.
SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.
WEC-CGReport-2021 | 1 of 38 |
SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company's strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met.
Application | : | Applied |
Explanation on | : | The Audit Committee and the Board of Directors ("Board") met with |
application of the | representatives from Management on a quarterly basis where Management | |
practice | reported on the performance and results of the business of the Company | |
and the Group which are benchmarked against the previous year. | ||
In accepting report on risk management, the Board noted identification of | ||
risks which focussed on strategic, operational and internal controls as well | ||
as mitigation of the same. | ||
The Board had approved the Annual Budget for FY2022 and the Board | ||
members had a robust discussion with the Executive Directors (representing | ||
Management) on the perspectives and assumptions in formulating the | ||
Annual Budget for FY2022. | ||
The Board has established clear functions reserved for the Board and those | ||
delegated to Management. The Board is responsible for the overall business | ||
framework within which the Group operates. This is formalised into a | ||
schedule of events that is reserved for the Board and these included | ||
determining overall group strategy and direction to approving acquisitions | ||
and divestments, business plan, budgets, capital expenditures, quarterly and | ||
annual financial results as well as monitoring financial and operational | ||
performance against targets. Management is responsible for the execution | ||
of activities to meet corporate plans as well as instituting various measures | ||
to ensure due compliance with various governing legislations. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure | : | ||
Timeframe | : | ||
WEC-CGReport-2021 | 2 of 38 |
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.
Application | : | Applied |
Explanation on | : | Datuk Haji Muhamad Shapiae Bin Mat Ali is the Independent Non-Executive |
application of the | Chairman of the Board. His profile is outlined under Profile of Directors in | |
practice | the Annual Report 2021. | |
Datuk Haji Chairman leads governance activities on the Board, creates a | ||
conducive environment geared towards building and growing Directors' | ||
oversight and effectiveness and ensures that appropriate issues are | ||
discussed by the Board in a timely manner. Essentially, the Chairman ensures | ||
that no member dominates discussion so that appropriate discussions take | ||
place and that relevant opinions among Board members are forthcoming. | ||
Datuk Haji Chairman also ensures that every Board resolution is put to vote | ||
with the will of majority to prevail. He also chairs the general meetings and | ||
ensures that the conduct of the same in order by ensuring proper flow of | ||
resolutions tabled at these meetings and managing communication from the | ||
shareholders. He encourages active participation from shareholders during | ||
the questions and answers session. | ||
The roles and responsibilities of the Chairman of the Board are stated in the | ||
Board Charter, which is published on the Company's website at | ||
www.wec.com.my. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
WEC-CGReport-2021 | 3 of 38 |
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Application | : | Applied |
Explanation on | : | The Board has always made the distinction that the position of the Chairman |
application of the | and the Chief Executive Officer ("CEO") does not reside with the same | |
practice | person to ensure organisational check and balance for better governance. | |
There is a clear and separate division of responsibility in the roles and duties | ||
of the Chairman and CEO. | ||
Mr Yong Loy Huat is the CEO and he leads Management and is responsible | ||
for the day-to-day business and operational management of the Group and | ||
has overall responsibilities over the daily conduct of operating units, human | ||
resource management with respect to key positions in the Group's | ||
hierarchy, financial management and business affairs as well as | ||
organisational effectiveness and implementation of Board policies and | ||
decisions. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
WEC-CGReport-2021 | 4 of 38 |
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.4
The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices.
Application | : | Applied |
Explanation on | : | The Company Secretaries of the Company are qualified to act as Company |
application of the | Secretary under Section 235(2) of the Companies Act 2016 as all are | |
practice | members of the MAICSA (Malaysian Institute of Chartered Secretaries & | |
Administrators). | ||
The Company Secretary is responsible for advising the Board on regulatory | ||
requirements and corporate governance matters. | ||
The Company Secretary, is present at all meetings to record deliberation, | ||
issues discussed and conclusions in discharging her duties and | ||
responsibilities and also provide advice in relation to relevant regulations | ||
and legislations. | ||
Other roles of the Company Secretary include coordinating on the | ||
preparation of Board papers with Management, ensure Board procedures | ||
and applicable rules are observed and maintaining records of the Board as | ||
well as provide timely dissemination of information relevant to the | ||
Directors' roles and functions and keeping them updated on evolving | ||
regulatory requirements. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
WEC-CGReport-2021 | 5 of 38 |
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Wong Engineering Corporation Bhd published this content on 24 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2022 04:11:07 UTC.